TRUSTEE’S ORIGINAL COMPLAINT—Page 1 

Davor Rukavina, Esq. 

Texas Bar No. 24030781 

Thomas D. Berghman, Esq. 

Texas Bar No. 24082683 

Brenda P. Funk, Esq. 

Texas Bar No. 24012664 

Conor P. White, Esq. 

Texas Bar No. 24125722 

MUNSCH HARDT KOPF & HARR, P.C. 

500 N. Akard Street, Suite 4000 

Dallas, Texas 75201-6659 

Telephone: (214) 855-7500 

COUNSEL FOR SCOTT M. SEIDEL, TRUSTEE

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

DALLAS DIVISION 

In re: 

WITH PURPOSE, INC., 

 Debtor. 

§ 

§ 

§ 

§ 

§ 

Case No. 23-30246-mvl-7 

(Chapter 7) 

SCOTT M. SEIDEL, TRUSTEE, 

 Plaintiff, 

v. 

TOBY NEUGEBAUER; BANZAI ADVISORY 

GROUP, LLC; BANZAI CAPITAL 

PARTNERS, LLC; NEUGEBAUER FAMILY 

ENTERPRISES, LLC; WPI COLLATERAL 

MANAGEMENT, LLC; and ONPOINT 

COMPANIES, LLC, 

 Defendants. 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

§ 

Adv. No. 24-_____________ 

TRUSTEE’S ORIGINAL COMPLAINT 

Scott M. Seidel (the “Trustee”), as the chapter 7 trustee of With Purpose, Inc. (the 

“Debtor”), the debtor in the above-styled chapter 7 bankruptcy case (the “Bankruptcy Case”), files 

this Original Complaint (this “Complaint”) against the following (collectively, the “Defendants”): 

Toby Neugebauer (“Neugebauer”), Banzai Advisory Group, LLC (“Banzai Advisory”), Banzai 

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TRUSTEE’S ORIGINAL COMPLAINT—Page 2 

Capital Partners, LLC (“Banzai Capital”), Neugebauer Family Enterprises, LLC (“NFE”), WPI 

Collateral Management, LLC (“WPI” or “Collateral Agent”), and OnPoint Companies, LLC 

(“OnPoint”) in support of which he would respectfully show as follows: 

I. INTRODUCTION 

1. Without leave of Court, certain of the Defendants filed lawsuits in Federal District 

Court in Delaware and Georgia asserting Estate causes of action against dozens of third parties,1

seeking for themselves damages that are recoverable only by the Estate, and otherwise with the 

apparent intent of interfering with the Trustee’s management of the Estate, including the imminent 

auction of Estate causes of action. These asserted claims are almost entirely based on harm done 

to the Debtor by the tortious acts of third parties and seek remedies to which only the Estate is 

entitled. 

2. First, the Collateral Agent is grossly mistaken about its rights and standing to assert 

the claims in the new Georgia action. There are myriad problems with the Collateral Agent’s 

claims and liens. The granting and perfection of the Collateral Agent’s liens are each avoidable 

as insider preferences, since the vast majority of the Collateral Agent debt is held by the Debtor’s 

insiders who only obtained and perfected liens weeks or months after funding and when the Debtor 

started circling the drain, in order to jump the line ahead of everyone else. For the same reason, 

the majority of such obligations should be equitably subordinated, as Neugebauer breached his 

fiduciary duties when he caused the debt owed to himself and his affiliates to become secured 

while leaving other creditors high and dry, all while the Debtor was insolvent. 

3. Next, to the extent any portion of the Collateral Agent’s liens are not avoidable or 

subject to subordination, the loan documents and foreclosure letter contain many “busts.” By way 

 

1

 The defendants in the Georgia action, the “GA Defendants”, the defendants in the Delaware action, the “DE 

Defendants”, and collectively the “DEGA Defendants”. 

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TRUSTEE’S ORIGINAL COMPLAINT—Page 3 

of example, the granting clause in favor of the Collateral Agent never attached to the Debtor’s 

trademarks. Similarly, even if the liens attached, foreclosure was inappropriate because the Debtor 

never actually defaulted on the underlying debt obligations as the Debtor never ceased operating 

its business. Moreover, on information and belief, the debt obligations were never accelerated – 

that would have taken the vote of a supermajority of requisite noteholders, which did not occur. 

Further, the foreclosure did not effect a foreclosure on the Debtor’s trade secrets or confidential 

information. Because the Collateral Agent conducted a wrongful foreclosure, the Estate is entitled 

to money damages, or alternatively a declaration that the Collateral Agent’s deficiency claim is 

eliminated under the UCC. The Collateral Agent’s wrongful actions also constitute a breach of 

contract giving rise to damages. 

4. With respect to both the Georgia and Delaware actions, the common theme is that 

the applicable Defendants seek damages for harms suffered by the Debtor. The bad acts allegedly 

committed by the Debtor’s fiduciaries and third parties are commercial torts assertible only by the 

Estate, and otherwise, breaches of contract which, even if they are collateral, still remain property 

of the Estate today. The Defendants try to circumvent this through clever pleading, but the lion’s 

share of the damages are derivative. 

5. The Defendants’ failure to seek stay relief calls for permanent injunctive relief and 

for severe sanctions. 

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TRUSTEE’S ORIGINAL COMPLAINT—Page 4 

II. JURISDICTION & VENUE 

6. On February 8, 2023 (the “Petition Date”), the Debtor filed a voluntary petition for 

relief under Chapter 7 of the United States Bankruptcy Code, thereby initiating the Bankruptcy 

Case and creating its bankruptcy estate (the “Estate”). 

7. The Trustee is the duly appointed chapter 7 trustee of the Estate. 

8. The Court has jurisdiction over this Complaint under 28 U.S.C. § 1334. 

9. Such jurisdiction is core under 28 U.S.C. § 157(b)(2). To the extent that any matter 

in this adversary proceeding is not core, the Trustee consents to this Court’s entry of a final orders 

and judgment. 

10. Venue of this adversary proceeding before this Court is proper under 28 U.S.C. §§ 

1408 and 1409. 

III. PARTIES 

11. The Trustee is the chapter 7 trustee of the Estate and files this Complaint in such 

capacity only. 

12. Defendant Neugebauer is a resident of the State of Texas. Pursuant to Fed. R. 

Bankr. P. 7004(b), he may be served with process in this Adversary Proceeding anywhere that he 

may be found, including at his home as follows: Toby Neugebauer, 10777 Straight Lane, Dallas, 

Texas 75229. 

13. Defendant Banzai Advisory is a limited liability company organized and existing 

under the laws of the State of Texas. Pursuant to Fed. R. Bankr. P. 7004(b), it may be served with 

process in this Adversary Proceeding by and through its registered agent as follows: Banzai 

Advisory Group, LLC, c/o Capitol Corporate Services, Inc., Registered Agent, 1501 S Mopac 

Expy, Suite 220, Austin, Texas 78701. 

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14. Defendant Banzai Capital is a limited liability company organized and existing 

under the laws of the State of Texas. Pursuant to Fed. R. Bankr. P. 7004(b), it may be served with 

process in this Adversary Proceeding by and through its registered agent as follows: Banzai Capital 

Partners, LLC, c/o Capitol Corporate Services, Inc., Registered Agent, 1501 S Mopac Expy, Suite 

220, Austin, Texas 78701. 

15. Defendant NFE is a limited liability company organized and existing under the laws 

of the State of Texas. Pursuant to Fed. R. Bankr. P. 7004(b), it may be served with process in this 

Adversary Proceeding by and through its registered agent as follows: Neugebauer Family 

Enterprise, LLC, c/o Capitol Corporate Services, Inc., Registered Agent, 1501 S Mopac Expy, 

Suite 220, Austin, Texas 78701. 

16. Defendant WPI is a limited liability company organized and existing under the laws 

of the State of Texas. Pursuant to Fed. R. Bankr. P. 7004(b), it may be served with process in this 

Adversary Proceeding by and through its registered agent as follows: WPI Collateral Management, 

LLC, c/o J. Paul Manning, Registered Agent, 2112 Indiana Ave., Lubbock, Texas 79410. 

17. Defendant OnPoint is a limited liability company organized and existing under the 

laws of the State of Texas. Pursuant to Fed. R. Bankr. P. 7004(b), it may be served with process 

in this Adversary Proceeding by and through its registered agent as follows: OnPoint Companies, 

LLC, c/o Todd Travers, Registered Agent, P.O. Box 801673, Dallas, Texas 75380, and by and 

through its manager, Reed Williams, as follows: OnPoint Companies, LLC, c/o Reed Williams, 

Manager, 3440 Potomac Avenue, Dallas, Texas 75205. 

18. Upon information and belief, Neugebauer is the manager of Banzai Advisory, 

Banzai Capital, and NFE. 

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IV. BACKGROUND 

A. THE DEBTOR

19. The Debtor, under the moniker GloriFi, aimed to provide a comprehensive package 

of financial products including credit cards, banking, insurance, mortgage, and brokerage services 

to 100 million Americans looking for such services from a company that shared their ideals and 

values. 

20. Management of the Debtor understood that the development of the technology, 

intellectual property, marketing, transaction execution and support, and regulatory compliance 

processes required in such a vast array of consumer-facing operations would require a not 

insubstantial amount of capital. 

21. To fund the start-up, the Debtor planned a series of three capital raises to generate 

approximately $100 million in cash a six (6) month period, the first of which (the Founders Round) 

was to close in September 2021. The second and third capital raises were to consist of two (2) 

series of debt in the form of convertible notes issued by the Debtor and guaranteed by subsidiaries 

and other entities related to the Debtor. 

22. These initial funding rounds were designed to see the Debtor through initial product 

launches. To cover capital needs after those initial launches, the Debtor intended to employ an 

alternative financing structure such as a merger with a special purpose acquisition company – a 

SPAC. 

B. THE FOUNDERS ROUND

23. The Founders Round offered 2.5 million shares of Class A Common Stock of the 

Debtor, which raised approximately $2.2 million. Many of the DEGA Defendants participated in 

the Founders Round. An additional $7.5 million was contributed by NFE for Class B common 

shares with superior voting power. In connection with the Founders Round, all investors executed 

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(i) a Confidentiality and Proprietary Rights Agreement with the Debtor; and (ii) a Stockholders 

Agreement (which was subsequently amended) with the Debtor and the other Stockholders 

(together, the “Agreements”). 

C. THE SERIES 1 NOTE OFFERING

24. Many of the DEGA Defendants were prepared to invest in the first series of 

convertible notes (the “Series 1 Notes”), set to close before the end of November 2021. Absent 

such a closing, the Debtor would be unable to meet various financial and contractual obligations. 

25. During this period, discussions occurred between the Debtor and GA Defendant 

Vivek Ramaswamy (“Ramaswamy”) regarding his future role in the company. Ramaswamy 

declined the Debtor’s offer to head up the Debtor’s exchange traded funds (ETF) division. Upon 

information and belief, the day thereafter, an assistant associated with GA Defendant Nick Ayers 

(“Ayers”) completed a download of the Debtor’s confidential information and trade secrets housed 

in a diligence platform. On November 24, 2021, Ramaswamy and DEGA Defendant Cason Carter 

(an associate of GA Defendant Peter Thiel) demanded changes to the terms of the Series 1 Notes, 

including a veto right over certain future financings. Disputes arose between Neugebauer, Ayers, 

Ramaswamy, and other investors regarding the propriety of, and intentions behind, this last-second 

demand. 

26. Ultimately, side letters were executed between the Debtor and each Series 1 

noteholder with a face amount of Series 1 Notes above $500,000. The side letters included controls 

over future financing, limitations on Neugebauer and NFE’s voting powers, and protections for 

the Debtor’s confidential information. 

27. At the conclusion of the Series 1 Notes offering, the Debtor had raised 

approximately $53 million. Series 1 Notes were unsecured, thus no collateral was granted and no 

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TRUSTEE’S ORIGINAL COMPLAINT—Page 8 

financing statements were filed. Combined with the Founders Round capital raise, the Debtor had 

raised only $55.2 million of its $100 million goal.

D. POST-SERIES 1 NOTES OFFERING

28. Following the Series 1 Note Offering, Ayers and DEGA Defendant Keri Findley 

(“Findley”) were appointed to the board of directors of the Debtor. Findley is affiliated with Thiel 

and Lonsdale. 

29. By February 2022, Ramaswamy was raising capital for an anti-woke investment 

concept – Strive – based on the Debtor’s business strategy discussed with Neugebauer in 

November 2021. Ramaswamy even approached Neugebauer for an early investment in this copycat venture (and ultimately many DEGA Defendants or their affiliates did invest in Strive). In May 

2022, after informally parting ways with the Debtor, Ramaswamy launched Strive – triggering 

accusatory emails from Neugebauer regarding the theft of the Debtor’s information including trade 

secrets and business strategies. Neugebauer failed to take any action against Ramaswamy or 

Strive. 

30. On February 4, 2022, the Debtor executed a letter of intent with DHC Acquisition 

Corp (the “DHC LOI”), a SPAC, which would have provided some $1.573 billion in consideration 

for the benefit of the Debtor’s Series 1 Noteholders and stockholders. The DHC LOI required that 

the Debtor have $40 million in cash on its balance sheet at closing (projected to occur at the end 

of March 2022).

E. THE (ACTUAL) SERIES 2 NOTES AND CONTEMPORANEOUS EVENTS

31. On February 15, 2022, shortly after committing to raise at least $40 million in cash 

for the DHC SPAC transaction, the Debtor proposed to the Series 1 Noteholders the outline of 

series 2: $75 million in convertible promissory notes at a $750 million valuation, treated pari passu

with the Series 1 Notes. 

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32. Ayers was tasked with raising the $75 million, including originating the same from 

the holders of Series 1 Notes and additional investors. Throughout January, February, and early 

March 2022, Ayers represented no concerns with respect to series 2 fundraising. 

33. However, there was little activity in the Debtor’s data room and Ayers did not 

undertake the same care as the Debtor took with respect to Series 1. 

34. On March 16, 2022, Ayers represented to the Debtor that the funds had not been 

raised – putting the DHC SPAC transaction at risk. Certain of the DEGA Defendants indicated to 

the Debtor that Ayers never followed up on initial solicitations to acquire unsecured, convertible 

notes in the Debtor. 

35. At one point prior to the March deadline, Carter indicated to the CEO of Animo 

Bancorp that there was a group of around twenty (20) investors ready to invest upwards of 

$100,000,000 in the Debtor and its endeavors, but that such investment was contingent on a change 

of GloriFi’s governance model. By March 27, 2022, the wealthy investor groups associated with 

certain of the DEGA Defendants alerted the Debtor that they were waiting to invest in series 2 

until certain due diligence, scheduled to occur in the first two weeks of April 2022, was completed. 

36. Funding by the end of March 2022 was critical in order for the Debtor to meet its 

financial and contractual obligations as well as the terms of the DHC LOI. 

37. That series 2 funds might arrive, if at all, after the end of March deadline calls into 

question the motives of potential investors (and signatories to side letters), as well as whether 

Ayers’ actions with respect to fundraising were merely negligent or something more nefarious. 

The Estate has claims – that the Trustee anticipated selling at the upcoming auction – against these 

parties for breach of fiduciary duty and other torts for damages to the enterprise value suggested 

in the DHC LOI for the SPAC transaction. 

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38. During the last week of March and first week of April 2022, triggered by the 

imminent fundraising shortfall, a flurry of activity took place. 

i. Board members Ayers and Findley suggested removing Neugebauer as 

CEO, as did several of the wealthy investor groups; 

ii. Neugebauer proposed to fund $10 million at a $750 million valuation - 

Findley and Ayers voted against the proposal; 

iii. Neugebauer proposed to loan $30 million to the Debtor, with $10 million 

immediately available and another $20 million in the form of a line of credit, 

but in connection with an agreement whereunder Animo Bancorp (wholly 

owned by Neugebauer and his spouse) would purchase certain assets of the 

Debtor along with a revenue sharing agreement – Findley and Ayers asked 

for time to analyze and for legal review, while Neugebauer called a 

shareholder meeting where the employee equity owners, together with NFE, 

approved the arrangement; 

iv. At the same meeting, DHC announced a financing proposal of $40 million 

at a $750 million valuation, subject to several conditions including the 

removal of Neugebauer as CEO, the stacking of the board apparently in the 

favor of the wealthy investor groups, and otherwise limiting Neugebauer’s 

power. It appears Ayers and/or Findley were connected to this proposal; 

v. First Findley, and then Ayers, were removed from the board, and Charlie 

Hamilton, John Norwood, and Alan Carr were appointed; 

vi. Neugebauer proposed a $10 million capital raise at a valuation of $250 

million which was approved by the new board, which capital infusion had 

the alleged effect of converting the Series 1 Notes into equity; and 

vii. Ayers sent a letter to the board seeking an independent investigation of 

Neugebauer’s actions, including as related to: (i) misrepresentations by 

Neugebauer that he would not stay on as CEO; (ii) the lack of fairness with 

respect to the proposed transfer of assets to Animo Bancorp; (iii) wrongfully 

removing Findley from the board; and (iv) multiple other issues going to 

breach of fiduciary duty. 

39. As a result of the damage caused to the Debtor’s business enterprise by the conduct 

described above, the Estate has colorable claims for breach of fiduciary duty, tortious interference 

with contract, misrepresentation and fraud, and other theories of recovery against Neugebauer, 

Ayers, Findley, various investors (including certain of the DEGA Defendants), and DHC. 

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40. Locke Lord was hired to conduct the investigation, which lasted until 

June 24, 2022. The investigation delayed the Debtor’s 2021 audit, the timely issuance of which 

was critical to the Debtor’s consummation of the DHC SPAC transaction and other financial and 

contractual commitments. The investigation included a review of the propriety of Neugebauer’s 

actions with respect to proposed insider transactions, as well the work environment at the Debtor 

and Neugebauer’s behavior while CEO. 

41. On June 24, 2022, the Debtor initiated arbitration proceedings against Ayers and 

Stephen Curry claiming millions of dollars in damages to the Debtor for their bad acts based on 

legal theories substantially similar to the DEGA Complaints.

F. THE SERIES 2 NOTES AND THE COLLATERAL AGENT

42. With Ayers and Findley out of the picture and the original series 2 financing round 

dead, the Debtor desperately needed cash to fund ongoing business development and operations 

and to salvage the DHC SPAC transaction. The Debtor, with the assistance of OnPoint Advisors, 

commenced an offering of secured, convertible series 2 notes (the “Notes”), styled Secured 

Convertible Promissory Notes, starting on or about May 13, 2022 and through 

November 10, 2022. 

43. Ultimately, some $23 million of the $36 million was raised from insiders of the 

Debtor, and a UCC-1 financing statement was filed with the Delaware Secretary of State on 

October 13, 2022 – three (3) days after the WSJ published its story, How a New Anti-Woke Bank 

Stumbled: GloriFi CEO Toby Neugebauer won over A-list investors to build a bank for people 

who consider Wall Street too liberal. Within months it was nearly bankrupt. 

44. A detailed review of the Notes and related agreements is warranted. 

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45. There are important differences in the Notes with respect to the grant of security. 

Certain Notes with an issuance date prior to September 30, 2022 (the “Pre 9/30 Notes”), contained 

the following provision: 

2.1 Secured. The obligations of the Company to Holder under this Note are secured 

pursuant to, and entitled to the benefits of, that certain Guarantee and Collateral 

Agreement, dated as of the date hereof, by and among the Company, OnPoint 

Companies, LLC, a Texas limited liability company, as Collateral Agent (herein, 

the “Agent”), and the other Grantors party thereto (the “Guarantee and Collateral 

Agreement” and, together with the Series 2 Notes (including this Note) and the 

Collateral Agency Agreement, and all other documents evidencing, securing, 

governing, guaranteeing and/or pertaining to this Note, collectively, the “Note 

Documents” and each, a “Note Document”), pursuant to which the Credit Parties 

(as defined below) have granted a security interest in certain Collateral (as defined 

therein). 

46. However, there was no such “Guarantee and Collateral Agreement, dated as of the 

date hereof, by and among the Company [and] OnPoint Companies, LLC”. Rather, the only such 

document was the Collateral Agreement discussed below. Furthermore, nowhere else in the Pre 

9/30 Notes is there a grant of a security interest in any property of the Debtor. 

47. Other Pre 9/30 Notes contained different language. By way of example, Note CN2-

1 in the amount of $1,000,000 was purportedly issued to Charles Hamilton on May 13, 2022. This 

Note provided that “[t]he obligations of the Company to Holder under this Note are secured 

pursuant to, and entitled to the benefits of, that certain Guarantee and Collateral Agreement, dated 

on or about September 30, 2022, by and among the Company, OnPoint Companies, LLC, a Texas 

limited liability company, as Collateral Agent (herein, the “Agent”), and the other Grantors party 

thereto . . .”. In other words, this Note referenced a non-existing and future instrument. 

48. The Pre 9/30 Notes failed to grant the holders thereof any security interest in any 

property of the Debtor, because they relied upon a non-existing (or unsigned) agreement and did 

not otherwise grant any such security interest. 

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49. On or about September 30, 2022, the Debtor executed that certain Guarantee and 

Collateral Agreement with OnPoint, as the collateral agent, and various other grantor (and 

guarantor) parties (the “Collateral Agreement”). 

50. On or about September 30, 2022, the Debtor and OnPoint executed that certain 

Collateral Agency Agreement (the “Agency Agreement”), together with the holders of the Notes 

(past, present, or future). 

51. Word B. Wilson Investments, LP allegedly holds an undated Note in the amount of 

$1,000,000.00. Upon information and belief, this entity has not executed the Agency Agreement 

and, therefore, its debt and its rights are not subject to the Agency Agreement. 

52. The Collateral Agreement contains the following granting clause with respect to 

the Uniform Commercial Code: 

Section 3. GRANT OF SECURITY INTEREST. 

Each Grantor hereby assigns and transfers to the Collateral Agent, and hereby 

grants to the Collateral Agent, for its and its Affiliates’, and the Holders’ benefit, a 

continuing security interest in all of its Collateral, as collateral security for the 

prompt and complete payment and performance when due (whether at the stated 

maturity, by acceleration or otherwise) of the Company Obligations or the 

Guarantor Obligations, as the case may be. 

53. Therefore, it was not until September 30, 2022, that the Pre 9/30 Notes were granted 

any collateral. 

54. Even then, the question remains: collateral for which obligations? The Collateral 

Agreement provides that the security interests are granted “as collateral security for the prompt 

and complete payment and performance . . . of the Company Obligations.” “Company 

Obligations” is defined as “all Obligations (as defined in the Secured Notes) of the Company.” 

(emphasis added). But “Obligations” is not defined in the Notes. The Notes elsewhere use the 

word “obligations” multiple times, but “Obligations” is never defined. 

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55. Without taking into account the Alleged Foreclosure (defined below) or individual 

objections or recharacterization claims with respect to the Notes, the Debtor issued a total of 

$36,015,552.00 in Notes. 

56. Of this amount, $29,790,552.00 of the Notes were Pre 9/30 Notes, representing 

82.7% of the Notes. 

57. Upon information and belief, as of September 30, 2022, the following were 

“insiders” of the Debtor as defined by section 101(31) of the Bankruptcy Code (collectively, the 

“Note Insiders”): 

i. Charles Hamilton, board member and Round 1 investor; 

ii. Banzai Capital Partners, LLC, as an affiliate and through a common insider, 

Neugebauer; 

iii. Neugebauer Family Enterprises, LLC, as an affiliate and through a common 

insider, Neugebauer; 

iv. Toby Neugebauer; 

v. Melissa Neugebauer, as a relative of Neugebauer; 

vi. Animo Bancorp, as an affiliate and through a common insider, 

Neugebauer2

; and 

vii. OnPoint GloriFi II, LP, because: (a) its general partner is OnPoint itself; (b) 

both it and OnPoint were managed and controlled by Todd Travers, with 

whom, upon information and belief, Neugebauer had transacted previous 

business deals; (c) a related party, OnPoint Advisors, acted as a promoter 

and de facto investment banker for the Debtor; (d) it was a Series 1 investor 

for $1,200,000.00; and (e) it was an insider of an insider, to the extent that 

OnPoint was itself an insider of the Debtor as alleged below. 

 2

 The Trustee does not concede that Animo Bancorp holds a Note for $5,840,552.00 (Note CN2-18), as Toby 

and Melissa Neugebauer have filed a claim for Note CN2-18 in their own names with a copy of the Note made out to 

them, and the Trustee is not aware of any assignment of said claim. See Claim Register Claim No. 53. The Trustee 

also does not concede that the Neugebauers hold such Note as the Collateral Agent’s proof of claim lists Animo 

Bancorp has the holder of Note CN2-18. Moreover, the Trustee does not concede that either party is the holder of a 

validly issued Note as the Trustee has been unable to identify that the Note amount was ever funded. 

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58. As of September 30, 2022, of the $29,790,552.00 in Notes then outstanding, 

$21,090,552.00 of this amount was held by the Note Insiders, representing 70.8% of the thenoutstanding Notes. If one removes from consideration the Note of Word B. Wilson Investments, 

LP for $1,000,000.00, this percentage increases to 73.2%. 

59. As to attachment of liens, the first time that the Note Insiders received any security 

or collateral for their Notes was September 30, 2022, at a time when they were insiders of the 

Debtor. 

60. As of September 30, 2022, OnPoint was the attorney-in-fact for the Debtor, having 

been so appointed pursuant to section 7.1 of the Collateral Agreement: 

Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and 

any officer or agent thereof, with full power of substitution, as its true and lawful 

attorney-in-fact and proxy with full irrevocable power and authority in the place 

and stead of such Grantor and in the name of such Grantor or in its own name, for 

the purpose of carrying out the terms of this Agreement, to take any and all 

appropriate action and to execute any and all documents and instruments which 

may be necessary or desirable to accomplish the purposes of this Agreement, and, 

without limiting the generality of the foregoing, each Grantor hereby gives the 

Collateral Agent the power and right, on behalf of and at the expense of such 

Grantor, without notice to or assent by such Grantor, to do any or all of the 

following . . . 

61. Next, the Collateral Agreement itemizes an exhaustive list of specific powers, 

which include the power to cause the Debtor to transfer its property (sections 6.6 and 6.7 of the 

Collateral Agreement). 

62. The Trustee therefore asserts that, as of September 30, 2022, OnPoint was a nonstatutory insider of the Debtor for purposes of the transactions described herein (the granting of 

security interests and the Alleged Foreclosure): (i) OnPoint was the attorney-in-fact for the 

Debtor,3 see, e.g., In re Vista Bella Inc., 511 B.R. 163, 207 (Bankr. S.D. Ala. 2014); (ii) OnPoint 

 

3

 An “attorney in fact,” at least as applied to a particular transaction or subject, is a person authorized by another to 

act in his place and stead. It is difficult to conceive of a person who is more of an “insider” of the Debtor with respect 

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had the irrevocable power to transfer the Debtor’s assets even without the authority of the Debtor 

or its management; (iii) OnPoint had access to timely and periodic confidential and proprietary 

financial and business information of the Debtor; and (iv) OnPoint was the agent for 73.2% of the 

holders of the Notes, themselves insiders. 

63. In the Agency Agreement, the holders of the Notes generally appoint the Collateral 

Agent as their agent, but only to the extent provided therein and not as a general agent with general 

powers. Among other things, section 2.1(c) of the Agency Agreement provides that each holder 

of the Notes: 

irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and 

to hold any security interest created by the Note Documents for and on behalf of or 

on trust for) such Holder for purposes of acquiring, holding and enforcing any and 

all Liens on Collateral granted by the Grantors to secure any of the Obligations, 

together with such powers and discretion as are reasonably incidental thereto. 

64. Importantly, no provision of the Agency Agreement grants the Collateral Agent 

any authority to declare an Event of Default or to accelerate the Notes. Nor is the acceleration of 

a Note a “power” or “discretion” that is “reasonably incidental” to the “acquiring, holding and 

enforcing any and all Liens on Collateral.” Rather, section 6.2 of the Agency Agreement expressly 

provides that “[n]othing in this Agreement shall . . . affect or impair the right any Holder may have 

under the Note Documents to accelerate the Obligations.” 

65. Likewise, section 16.20 of the Notes provides that the Collateral Agent “is 

authorized and empowered, on behalf of Holder and the holders of the other Series 2 Notes to, 

upon the occurrence and during the continuation of an Event of Default, exercise rights and 

remedies with respect to the Collateral pledged to secure the obligations of the Company under 

the Series 2 Notes pursuant to the Guarantee and Collateral Agreement.” 

 

to the transactions the subject of this Complaint than one who is authorized by law to act in the Debtor’s place and in 

its stead 

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66. Therefore, only upon a proper “Event of Default” is the Collateral Agent authorized 

to act (and then only to the extent so authorized). But the Collateral Agent is not itself authorized 

to declare an “Event of Default.” 

67. Section 2.1(e) of the Agency Agreement provides that: 

Neither the Collateral Agent nor any Holder shall take any action described in 

clause (b), (c) or (e) of the definition of ‘Enforcement’ without the written consent 

of the Required Noteholders. As to matters otherwise requiring the exercise of 

discretion or of a right, including the right to give any consent or make any demand 

under any Note Document or to determine under any Note Document whether any 

matter is acceptable or satisfactory to it, or as to matters not expressly provided for 

by the Note Documents, the Collateral Agent will not be required to exercise any 

discretion or right or take any action, but will be required to act or to refrain from 

acting (and will be fully protected in so acting or refraining from acting) and will 

only be required to act upon the written instructions of the Required Noteholders. 

68. The Agency Agreement defines “Enforcement” as: 

(a) a declaration that the Notes are immediately due and payable in accordance with 

Section 15.2 of the Series 2 Notes; (b) a Holder makes demand for payment of or 

accelerates the time for payment prior to the scheduled payment date of its Note in 

accordance with Section 15.2 of the Series 2 Notes; (c) the Required Noteholders 

make a demand for payment or accelerate the time for payment prior to the 

scheduled payment date of the Notes in accordance with Section 15.2 of the Series 

2 Notes . . . (e) the Collateral Agent commences the enforcement of any rights or 

remedies under the Series 2 Notes (other than an action solely for the purpose of 

establishing or defending the lien or security interest intended to be created by the 

Guarantee and Collateral Agreement upon or in any Collateral as against or from 

claims of third parties on or in the Collateral), to (i) setoff, freeze or otherwise 

appropriate any balances held by it for the account of the Grantors, or any other 

property at any time held by it for the credit or for the account of any of the 

Grantors, or (ii) otherwise take any action to realize upon the Collateral. 

69. The Agency Agreement does not define “Required Noteholders.” Given that this 

term is capitalized, the parties to the Agency Agreement intended for it to have a certain meaning 

that they knew. More than likely, “Required Noteholders” is a simple mistake and was intended 

to be “Requisite Noteholders,” which is a defined term in the Notes (as discussed below). 

70. Each of the Notes contained identical definitions of “Event of Default” as follows 

(with “Company” being defined as the Debtor): 

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(i) The Company fails to pay when due and payable (whether at maturity or 

otherwise) the full amount of principal or interest on this Note (or any other Series 

2 Note) when due, and such failure to pay is not cured within ten (10) days after the 

occurrence thereof; or 

(ii) the occurrence of any event of default specified in any of the other Note 

Documents; or 

(iii) The Company is dissolved, terminated, or ceases to operate its business; or 

(iv) The Company makes an assignment for the benefit of creditors or admits in 

writing its inability to pay its debts generally as they become due; or an order, 

judgment or decree is entered adjudicating the Company bankrupt or insolvent; or 

any order for relief with respect to the Company is entered under the Federal 

Bankruptcy Code; or the Company petitions or applies to any tribunal for the 

appointment of a custodian, trustee, receiver or liquidator of the Company, or of 

any substantial part of the assets of the Company, or commences any proceeding 

relating to the Company under any bankruptcy, reorganization, arrangement, 

insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; 

or any such petition or application is filed, or any such proceeding is commenced, 

against the Company and either (A) the Company by any act indicates its approval 

thereof, consent thereto or acquiescence therein or (B) such petition, application or 

proceeding is not dismissed within sixty (60) days; or 

(v) The Company fails to comply with Section 17 of this Note. 

71. The Collateral Agent has alleged that an “Event of Default” had occurred because 

the Debtor had “ceased to operate its business.” This phrase is not defined. However, at no time 

prior to the Petition Date did the Debtor “cease to operate its business.” Among other things: (i) 

the Debtor had management in place; (ii) upon information and belief, the Debtor continued to 

have employees; and (iii) as late as January 5, 2023, the Debtor’s independent director was 

pursuing sales of the Debtor’s technology. 

72. Under section 7.1(a) of the Collateral Agreement, the Collateral Agent is permitted 

to exercise its authority as the Debtor’s attorney-in-fact only if an “Event of Default” “shall have 

occurred and be continuing.” 

73. Each of the Notes contains an identical remedies provision upon an “Event of 

Default” as follows: 

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15.1 Generally. If any Event of Default has occurred, the Holder of this Note may 

declare all amounts due under the Note (including without limitation all accrued 

but unpaid interest thereon and all other amounts due in connection therewith) due 

and payable and demand immediate payment thereof without further notice or 

demand. 

15.2 Rights and Remedies. Upon approval of the Requisite Noteholders, the Holder 

of this Note shall also have and may exercise, and may direct (or the Requisite 

Noteholders may direct) Agent to exercise, any and all other rights or remedies 

which such Holder may have under any Note Document or contract or agreement 

at any time and any other rights or remedies which such Holder or Agent may have 

pursuant to applicable law. 

15.3 Waiver. The Company hereby waives diligence, presentment, protest and 

demand and notice of protest and demand, dishonor and nonpayment of this Note, 

and expressly agrees that this Note, or any payment hereunder, may be extended 

from time to time and that the Agent hereof may accept security for this Note or 

release security for this Note, all without in any way affecting the liability of the 

Company hereunder. 

74. Thus, while each holder of the Note may accelerate the Note upon an “Event of 

Default,” any foreclosure of any security requires the approval of the “Requisite Noteholders.” 

“Requisite Noteholders,” in turn, is defined in the Notes as “the written consent of holders of at 

least 81% of the aggregate outstanding principal amount of the Series 2 Notes.” 

75. The Notes do not contain an automatic acceleration clause upon an “Event of 

Default.” Rather, as pointed out above, each holder of the Notes “may” accelerate the Note. This 

is further confirmed by section 16.19 of each Note, which provides that “[i]f the maturity of this 

Note is accelerated by reason of an election by the Holder hereof resulting from an Event of Default 

. . .”. 

76. Nowhere in the Notes do the holders thereof grant the Collateral Agent the authority 

to accelerate the Notes on their behalf. 

77. Nowhere in the Collateral Agreement is the Collateral Agent granted the right to 

accelerate the Notes. 

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78. Nowhere in the Agency Agreement is the Collateral Agent granted the right to 

accelerate the Notes without the “Required Noteholders” so instructing it. Accordingly, it cannot 

be claimed that the Notes were due and that failure to pay was an Event of Default. 

G. THE ALLEGED FORECLOSURE

79. On January 5, 2023, the Collateral Agent sent to the Debtor that certain Notice of 

Default Under Secured Convertible Promissory Notes (the “Foreclosure Notice”), alleging a 

default under the Notes and purporting to act as the Debtor’s attorney-in-fact to transfer the 

“Software” and the “Software Assets” to the Collateral Agent as a foreclosure against the same 

under the Uniform Commercial Code. A true and correct copy of the Foreclosure Notice is 

attached hereto as Exhibit A. 

80. The Foreclosure Notice defines “Software” and “Software Assets” as “the software 

that was being developed by or on behalf of the Company for its business (the “Software”), 

including but not limited to source code, object code, scripts, programming tools, diagrams, 

documentation, presentations, correspondence and notes relating to the Software, any hardware 

used in connection with the Software, as well as any other tangible or intangible asset of the 

Company or its agents related to the Software, wherever located (the “Software Assets”).” 

81. The Foreclosure Notice further purported to define the Collateral Agent’s collateral 

as including “any intellectual property rights associated with the Software, including but not 

limited to the Intellectual Property . . . trade secrets, shop rights, work made for hire.” However, 

this was not included within the above definitions of Software and Software Assets. 

82. Furthermore, the Foreclosure Notice only (and allegedly) transferred the Software 

and the Software Assets: “[p]ursuant to Section 9.609 of the Texas Business and Commerce Code 

[ ] the Collateral Agent as a secured party intends to take possession of the Collateral consisting 

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of the Software and Software Assets as described above,” and “under section 9.620 of the Code, 

the Collateral Agent will accept exclusive ownership of the Software and Software Assets . . .”. 

83. The Collateral Agent purported to foreclose on the Software and Software Assets 

in January, 2023 (the “Alleged Foreclosure”). 

84. At the time of the Alleged Foreclosure, the Debtor had not granted a security 

interest in its property to the Collateral Agent to secure the Notes because the Notes fail to define 

“Obligations,” as required by the Collateral Agreement’s granting clause. 

85. At the time of the Alleged Foreclosure, however, and even if there was a valid grant 

of security interests, the Debtor had not defaulted under the Notes. Among other things, the Notes 

were not due (as they had not been accelerated), the Debtor was not dissolved, the Debtor was not 

terminated, the Debtor did not file bankruptcy or give an assignment for the benefit of creditors, 

and the Debtor did not cease to operate its business. 

86. At the time of the Alleged Foreclosure, and even if there was a valid grant of 

security interests and an “Event of Default,” the Notes were not automatically accelerated, the 

holders of the Notes had not accelerated the Notes, and the Collateral Agent had no authority or 

agency to accelerate the same on their behalf. 

87. At the time of the Alleged Foreclosure, and even if these was a valid grant of 

security interests, an “Event of Default,” and acceleration, upon information and belief the 

“Requisite Noteholders” and the “Required Noteholders” in the Agency Agreement had not 

authorized the Collateral Agent to take such action in writing as required. 

88. Indeed, nowhere in the Foreclosure Notice does the Collateral Agent even purport 

to represent that the holders of the Notes accelerated the Notes, or that it has the authority to 

accelerate the same and that it had in fact accelerated the same, or that the Requisite Noteholders 

had authorized the Alleged Foreclosure. 

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89. Therefore, the Collateral Agent had no lawful right to effectuate the Alleged 

Foreclosure pursuant to the terms of the agreements themselves as well as the UCC. 

90. Appended to the Foreclosure Notice was a Consent of Board of Directors, drafted 

and prepared by the Collateral Agent. This document was signed by Hunter Bywaters on January 

6, 2023, as an alleged independent director of the Debtor (the “Bywaters Consent”). 

91. To the extent that the Collateral Agent argues that the Bywaters Consent constitutes 

waiver, ratification, estoppel, consent, or a legally binding document in any way, the Trustee 

responds that any such argument is the affirmative defense of the Collateral Agent and that the 

Bywaters Consent is ineffective and void: (i) as executed without proper corporate authority, 

making it ultra vires; (ii) Bywaters was not properly appointed as a director of the Debtor; (iii) a 

director as such does not speak for the Debtor and does not, individually, bind the Debtor; and (iv) 

the Debtor received no return consideration for the Bywaters Consent, thus rendering it void for 

lack of consideration. Furthermore, OnPoint prepared the Bywaters Consent, going so far as to 

include a signature for Bywaters as an “Independent Director.” 

92. Finally, the Collateral Agreement does not grant a lien on all of the Debtor’s 

intellectual property. It purportedly granted liens on “Intellectual Property,” which is defined as, 

the collective reference to all rights, priorities and privileges relating 

to intellectual property, whether arising under United States, 

multinational or foreign laws or otherwise, including the 

Copyrights, the Copyright Licenses, the Patents, the Patent 

Licenses, the Trademarks and the Trademark Licenses, and all rights 

to sue at law or in equity for any infringement or other impairment 

thereof, including the right to receive all proceeds and damages 

therefrom. 

93. Separately, Schedule 5 to the Collateral Agreement lists “all the Intellectual 

Property owned” as of the date of execution. The scope of the Debtor’s intellectual property 

subject to the Collateral Agreement is confined by the Collateral Agreement’s definition of 

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“Intellectual Property” and Schedule 5. According to Schedule 5, the Debtor had no Copyrights, 

Copyright Licenses, Patents, Patent Licenses, or Trademark Licenses. Schedule 5 lists twenty-one 

(21) Trademarks; however, all such Trademarks fall into the Excluded Assets4 under the Collateral 

Agreement on which no lien is granted. 

H. THE BANKRUPTCY CASE

94. On the Petition Date, the Debtor filed the Bankruptcy Case. 

95. Administration of the Estate by the Trustee has involved the review of a document 

repository containing in excess of one million documents; conferences and meetings with certain 

relevant third-parties; and research, fact development and assessment of potential claims, causes 

of action, and assets belonging to the Debtor in a failed enterprise involving dozens of sophisticated 

investors. 

96. After months of review, numerous consultations with interested parties, the Trustee 

filed his Amended Motion for Entry of (I) An Order (A) Approving Bid and Noticing Procedures, 

(B) Scheduling an Auction and Hearing, and (C) Granting Related Relief; and (II) An Order (A) 

Approving Sale of Debtor Assets Free and Clear of All Liens, Claims, Encumbrances, and 

Interests, and (B) Granting Related Relief (the “Bid Procedures Motion”) [Docket No. 186] on 

April 10, 2024. A hearing on the Bid Procedures Motion was set for May 7, 2024 (the “Bid 

Procedures Hearing”). 

97. Just days prior to the Bid Procedures Hearing, the new Collateral Agent, WPI 

Collateral Management, LLC, filed its Notice of Appearance in the Bankruptcy Case, apparently 

replacing OnPoint. The Trustee, Neugebauer, the Collateral Agent, Ayers, and Jackson Investment 

 

4

 The definition of Excluded Assets includes, inter alia: any applications for trademarks or service marks filed in the 

United States Patent and Trademark Office or any successor thereto (the "PTO") on the basis of the applicant's intentto-use such trademark or service mark, prior to the filing of an amendment with the PTO under 15 U.S.C. §1051(c) 

that brings the application into conformity with 15 U.S.C. §1051(a) or the filing of a verified statement of use with 

the PTO under 15 U.S.C. §1051 

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Group all worked towards an agreed bid procedures order and, on May 17, 2024, the Court entered 

the Order (A) Approving Bid and Noticing Procedures and (B) Scheduling an Auction and 

Hearing, and (C) Granting Related Relief (the “Bid Procedures Order”) [Docket No. 197]. The 

Bid Procedures Order established the date by which bids for claims needed to be submitted, the 

date of the auction, and setting the hearing to approve the proposed sale. Each of these dates was 

agreed upon by counsel for the Trustee, Neugebauer, Ayers, Jackson Investment Group, and the 

Collateral Agent. 

98. The very same day, the Trustee received notice from counsel for Ayers that 

Neugebauer and the Collateral Agent had filed the GA Complaint. The DE Complaint was filed 

shortly thereafter. 

D. THE DELAWARE AND GEORGIA COMPLAINTS

99. On May 17, 2024, Neugebauer, Banzai Capital, Banzai Advisory, and NFE 

(collectively, the “Delaware Plaintiffs”) filed the DE Complaint in the United States District Court 

for the District of Delaware (the “Delaware Court”), a true and correct copy of which is attached 

hereto as Exhibit B and incorporated herein, thereby initiating Civil Proceeding 1:24-cv-00599 

pending before that court (the “Delaware Proceeding”). 

100. On May 17, 2024, the Collateral Agent, Banzai Advisory, Banzai Capital, NFE, 

and Neugebauer (collectively, the “Georgia Plaintiffs”) filed the GA Complaint in the United 

States District Court for the District of Delaware (the “Georgia Court”), a true and correct copy of 

which is attached hereto as Exhibit C and incorporated herein, thereby initiating Civil Proceeding 

1:24-cv-02148 pending before that court (the “Georgia Proceeding”) 

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101. The DEGA Complaints state that “Plaintiffs do not seek any lost equity value in 

GloriFi or any other damages property of the GloriFi Bankruptcy Estate.”5

 This, however, is either 

intentionally false or wrong as a matter of law, because the underlying claims and resulting 

damages asserted in the DEGA Complaints belong to the Debtor and, therefore, to the Estate, as 

explained below. 

V. CAUSES OF ACTION 

COUNT 1: DECLARATORY JUDGMENT REGARDING EXTENT OF ALLEGED FORECLOSURE 

(WPI) 

102. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

103. Assuming that the Alleged Foreclosure was valid and effective, which point the 

Trustee does not concede, an actual and present controversy exists between the Trustee and WPI 

regarding what assets of the Debtor were transferred to OnPoint, the Collateral Agent at the time, 

at the Alleged Foreclosure. 

104. At the Alleged Foreclosure, and assuming the validity thereof, the sole assets of the 

Debtor transferred to OnPoint were the “Software” and the “Software Assets.” These categories 

of assets are specifically and strictly defined in the Foreclosure Notice. Among other things, 

“Software” and “Software Assets” does not include the following, regardless of whether the 

following is otherwise the collateral of the holders of the Notes: Intellectual Property, trade secrets, 

General Intangibles, causes of action, rights against third parties, or any of the claims and causes 

of action asserted by the Collateral Agent in the GA Complaint. 

105. The Collateral Agent, however, has taken the position that it foreclosed on all of 

the Debtor’s “Intellectual Property,” see GA Complaint at ¶ 49, which it did not. 

 

5

 DE Compl. p. 1 n.1, para. 212 n.32; GA Compl. para. 273, n.32, para 288 n.35. 

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106. Accordingly, the Trustee seeks judgment that, to the extent that the Alleged 

Foreclosure was valid—and only to that extent, subject to all of the Trustee’s arguments otherwise: 

(i) the sole property of the Debtor transferred to the Collateral Agent was the software that was 

being developed by or on behalf of the Debtor for its business, including but not limited to source 

code, object code, scripts, programming tools, diagrams, documentation, presentations, 

correspondence and notes relating to the Software, any hardware used in connection with the 

Software, as well as any other tangible or intangible asset of the Company or its agents related to 

the Software, wherever located; and (ii) the Collateral Agent did not foreclose on, receive, or 

acquire any of the Debtor’s Intellectual Property, General Intangibles, trade secrets, causes of 

action, rights against third parties, or any of the claims and causes of action asserted by the 

Collateral Agent in the GA Complaint. 

COUNT 2: DECLARATORY JUDGMENT REGARDING VALIDITY OF ALLEGED FORECLOSURE 

(ONPOINT AND WPI) 

107. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

108. Assuming that the appointment of the Collateral Agent as the Debtor’s attorney-infact in the Collateral Agreement was valid and enforceable, which point the Trustee does not 

concede, an actual and present controversy exists regarding whether the Alleged Foreclosure was 

valid in order to transfer any property of the Debtor to the Collateral Agent. 

109. The Collateral Agreement provides that the Collateral Agent will not exercise any 

power it has absent an “Event of Default.” The Collateral Agreement and the UCC do not permit 

the Collateral Agent to foreclose on any collateral without an “Event of Default.” The Notes, 

Collateral Agreement, and Agency Agreement do not permit the Collateral Agent to accelerate the 

Notes. The Notes, Collateral Agreement, and Agency Agreement do not permit the Collateral 

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Agent to foreclose on any collateral without the “Requisite Majority” of Noteholders so instructing 

or approving. And, even if the Collateral Agent was permitted to transfer or foreclose on anything, 

there was no outstanding obligation of the Debtor to do so for because the Notes had not been 

accelerated. 

110. Here, at the time of the Foreclosure Notice and at the time of the Alleged 

Foreclosure: (i) there was no Event of Default by the Debtor under the Notes or within the meaning 

of section 9.609(a) of the U.C.C.; (ii) there was no acceleration of the Notes; (iii) no funds or sums 

were then due and owing under the Notes; and (iv) upon information and belief, the Requisite 

Majority of the Noteholders had not approved of, or instructed, the Collateral Agent to foreclose 

against any property of the Debtor. 

111. Therefore, the Collateral Agent had no right under any of the Notes, Collateral 

Agreement, Agency Agreement, or UCC to foreclose against any property of the Debtor at the 

Alleged Foreclosure or to cause the Debtor to transfer any of its property to the Collateral Agent 

as part of the same. 

112. The Bywaters Consent, to the extent that it has any validity, and without changing 

any reliance thereon to anything other than an affirmative defense, does not change this conclusion. 

Among other things, all that the Bywaters Consent does is to “consent” to what the Collateral 

Agent was doing; it neither effectuated anything for the Collateral Agent, gave the Collateral Agent 

any greater rights or powers than it already had, or amended or modified any agreement. That one 

may consent to someone’s action is not the same as one being otherwise legally authorized to 

undertake such action, the same as one may not consent to being shot at for target practice. 

113. Accordingly, the Trustee requests judgment that the Alleged Foreclosure was 

invalid and ineffective under the underlying agreements and the UCC and, therefore, transferred 

none of the Debtor’s property to the Collateral Agent. 

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COUNT 3: PERMANENT INJUNCTION AGAINST COLLATERAL AGENT (WPI) 

114. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

115. It goes without saying that one is entitled to legal assistance by way of injunction 

to prohibit and prevent another from exercising control over his property or representing to third 

parties that he owns property that he does not. 

116. Accordingly, to the extent that the Court grants the Trustee relief on Counts 1 and 

2 of this Complaint, the Trustee requests that the Court issue an injunction prohibiting the 

Collateral Agent, any successor thereof, and any holder of any Note, from making any statement, 

or taking any action indicative, of ownership or control of, or dominion over, any property of the 

Estate that is the subject of the Court’s grant of relief to the Trustee. 

COUNT 4: WRONGFUL FORECLOSURE UNDER THE UCC (ONPOINT AND WPI) 

117. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

118. In effectuating the Alleged Foreclosure, and in addition to not complying with the 

underlying agreements, OnPoint violated section 9.609(a) of the U.C.C. because there was no 

“Event of Default” by the Debtor such as would give OnPoint any right under the U.C.C. to enforce 

its remedies. As such, the Alleged Foreclosure failed to comply with Chapter 9 of the U.C.C. 

within the meaning of section 9.625(b) of the U.C.C. 

119. The Debtor was damaged by the wrongful Alleged Foreclosure by way of loss of 

its Software and its Software Assets, which prevented the Debtor and subsequently the Estate from 

completing its intended business or selling that business as a unified package. In other words, the 

wrongful Alleged Foreclosure means that the Trustee was unable to sell the Debtor or its assets to 

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a willing buyer because of the Collateral Agent’s claim of ownership of key components of the 

Debtor’s business and its intended product. 

120. Accordingly, the Trustee seeks a money judgment against the Collateral Agents, 

jointly and severally, under section 9.625(b) of the U.C.C., in an amount to be proven at the trial 

of this Adversary Proceeding. 

121. Alternatively, and in preference to a money judgment under section 9.625(b), the 

Trustee seeks a declaration that any deficiency claim of the Collateral Agent or the Noteholders 

after the Alleged Foreclosure be eliminated pursuant to section 9.626(a)(3)(B) of the U.C.C. on 

account of the Collateral Agent’s wrongful Alleged Foreclosure. 

COUNT 5: BREACH OF CONTRACT (ONPOINT AND WPI) 

122. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

123. The Collateral Agreement is a written agreement between the Debtor and the 

Collateral Agent. 

124. In the Collateral Agreement, the Debtor gave the Collateral Agent a power of 

attorney (as attorney-in-fact) to transfer certain property of the Debtor. However, as specified in 

section 7.1(a) of the Collateral Agreement, “the Collateral Agent agrees that it will not exercise 

any rights under the power of attorney or the irrevocable proxy provided for in this Section 7.1(a) 

unless an Event of Default shall have occurred and be continuing.” 

125. The Collateral Agent breached this agreement when it transmitted the Foreclosure 

Notice and when it effectuated the Alleged Foreclosure by using its power of attorney to transfer 

the Debtor’s property to itself. This is because, among other things, there was no “Event of 

Default” then pending. This is also because the Collateral Agent had not been authorized or 

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instructed by the Requisite Noteholders to so act, and also because the Debtor’s obligations under 

the Notes had not been accelerated. 

126. The Debtor was damaged by the foregoing breach of contract. Among other things, 

either the Debtor’s Software and Software Assets were wrongly taken away from it, or the 

Collateral Agent’s assertions that it now owned the Software and the Software Assets made it 

impossible for the Debtor to continue in business and then for the Debtor and the Trustee to sell 

the Debtor as a potential going concern, or to otherwise monetize the Debtor’s business assets, 

because its Software and Software Assets were integral to that business and no reasonable buyer 

would buy the Debtor’s or Estate’s business assets without those assets. 

127. Accordingly, the Trustee seeks a money judgment against OnPoint and WPI, jointly 

and severally, for the Debtor’s damages resulting from said breach of contract in an amount to be 

proven at trial. The Trustee further seeks his reasonable attorney’s fees and expenses pursuant to 

the Collateral Agreement and Texas law. 

COUNT 6: AVOIDANCE OF COLLATERAL AGREEMENT’S GRANT OF SECURITY AS INSIDER 

PREFERENCE (WPI) 

128. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

129. As of September 30, 2022, none of the Pre 9/30 Notes were secured, in that none 

of them was subject to the granting of a security interest under the UCC. 

130. The execution of the Collateral Agreement constituted a transfer by the Debtor of 

an interest in its property, namely security interests in its property to the extent specified in the 

Collateral Agreement. 

131. The Debtor was insolvent on September 30, 2022. Among other things, the Debtor 

owed approximately $30 million to on the Notes, millions more in unpaid trade debt and other 

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obligations, and the value of the Debtor’s assets had by that time become worth less than $30 

million because the Debtor was not able to get its funding and its capital raises off the ground.6

 

132. The granting of security interests in the Collateral Agreement was a transfer to or 

for the benefit of creditors, namely the holders of the Pre 9/30 Notes. 

133. The granting of security interests in the Collateral Agreement was a transfer on 

account of antecedent debt of the Debtor, namely to securitize the Pre 9/30 Notes. 

134. The granting of security interests in the Collateral Agreement enabled the holders 

of the Pre 9/30 Notes to recover more than had such grant not been made, had the Debtor then filed 

a Chapter 7 case, and had such holders been paid in such case pursuant to the provisions of the 

Bankruptcy Code, because, in such a case, said holders would have been treated as unsecured 

creditors and not secured creditors. 

135. The Trustee asserts that OnPoint was an insider of the Debtor at the time of the 

Collateral Agreement and, therefore, that the grant of security interests in the Collateral Agreement 

was an insider preference as to each holder of a Pre 9/30 Note. 

136. Alternatively, the Trustee asserts that each of the Note Insiders was an insider of 

the Debtor at the time of the Collateral Agreement and, therefore, that the grant of security interests 

in the Collateral Agreement was an insider preference as to each of the Note Insiders. 

137. The granting of security interests in the Collateral Agreement was within one (1) 

year of the Petition Date. 

138. Accordingly, the Trustee seeks a judgment avoiding any granting of security 

interests in the Collateral Agreement as to each Pre 9/30 Note or, alternatively, as to each of the 

 6

 Indeed, if the allegations of WPI in the GA Complaint are true, then it cannot disagree with the Debtor’s 

insolvency on that date. 

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Note Insiders (but only with respect to a Pre 9/30 Note) or so many of them as the Court concludes 

were insiders on September 30, 2022, under section 547(b) of the Bankruptcy Code. 

COUNT 7: AVOIDANCE OF COLLATERAL AGREEMENT’S PERFECTION OF SECURITY AS 

INSIDER PREFERENCE (WPI) 

139. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

140. The Collateral Agent perfected its security interests on October 13, 2022. 

141. Said perfection constituted a transfer of property of the Debtor within the meaning 

of the Bankruptcy Code. 

142. Said perfection was a transfer to or for the benefit of creditors, namely the holders 

of the Pre 9/30 Notes. 

143. Said perfection was a transfer on account of antecedent debt of the Debtor, namely 

to prioritize the Pre 9/30 Notes. 

144. Said perfection enabled the holders of the Pre 9/30 Notes to recover more than had 

such transfer not been made, had the Debtor then filed a Chapter 7 case, and had such holders been 

paid in such case pursuant to the provisions of the Bankruptcy Code, because, in such a case, a 

trustee would have avoided unperfected security interests pursuant to his “strong arm” powers 

under section 544 of the Bankruptcy Code. 

145. The Trustee asserts that OnPoint was an insider of the Debtor at the time of said 

perfection and, therefore, that said perfection was an insider preference as to each holder of a Pre 

9/30 Note. 

146. Alternatively, the Trustee asserts that each of the Note Insiders was an insider of 

the Debtor at the time of said perfection and, therefore, that said perfection was an insider 

preference as to each of the Note Insiders. 

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147. Said perfection was within one (1) year of the Petition Date. 

148. Accordingly, the Trustee seeks a judgment avoiding the Collateral Agent’s filed 

U.C.C. financing statement as to each Pre 9/30 Note or, alternatively, as to each of the Note 

Insiders (but only with respect to a Pre 9/30 Note) or so many of them as the Court concludes were 

insiders on September 30, 2022, under section 547(b) of the Bankruptcy Code. 

COUNT 8: AVOIDANCE OF COLLATERAL AGREEMENT’S UNPERFECTED SECURITY 

INTERESTS (WPI) 

149. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

150. The Trustee asserts this Count 8 in the alternative to Count 6 of this Complaint; 

namely, if the Court does not avoid the grant of a security interest in the Collateral Agreement 

regarding the Pre 9/30 Notes, but avoids the perfection thereof, the Trustee requests the avoidance 

of such unperfected security interests under section 544(a) of the Bankruptcy Code pursuant to his 

“strong arm” powers. 

COUNT 9: RECOVERY OF AVOIDED TRANSFERS

151. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

152. Pursuant to section 550 of the Bankruptcy Code, the Trustee requests the recovery, 

for the benefit of the Estate, of all liens and security interests avoided under this Complaint and of 

all other transferred assets or their value, in amounts to be determined at trial. 

COUNT 10: DECLARATORY JUDGMENT REGARDING GRANTING CLAUSE

153. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

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154. The Debtor’s Trademarks constituted Excluded Assets under the Collateral 

Agreement. 

155. Therefore, the Trustee seeks a declaration that the Collateral Agreement did not 

attach to the Debtor’s Trademarks. 

COUNT 11: EQUITABLE SUBORDINATION (NEUGEBAUER AND COLLATERAL AGENT) 

156. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here.

157. Pursuant to section 510(c)(1) of the Bankruptcy Code, the Trustee seeks equitable 

subordination of the Notes held by the Note Insiders. 

158. The execution of the Collateral Agreement on September 30, 2022 occurred weeks 

and months after much of the funds from the Note Insiders had been advanced. At all relevant 

times, Neugebauer owed the Debtor a fiduciary duty of loyalty. As of September 30, 2022, and 

for weeks prior, Neugebauer and, upon information and belief, OnPoint, were aware of the 

negative article imminently to be published by the WSJ. Neugebauer and OnPoint were aware of 

the negative impact the article would have on the Debtor’s ability to raise funds and on its goforward business plan. The Collateral Agreement was entered into in order to put the interests of 

Neugebauer, his affiliates, and OnPoint ahead of the interests of the Debtor and its other creditors. 

See Matter of Fabricators, Inc., 926 F.2d 1458 (5th Cir. 1991) (identifying breach of fiduciary 

duty, obtaining liens, inducing other creditors to extend credit, and insider loans to 

undercapitalized company as factors favoring subordination). 

159. Neugebauer and the Collateral Agent engaged in inequitable conduct resulting in 

injury to other creditors and giving unfair advantage to Neugebauer and the Collateral Agent. 

160. The Trustee requests that the Court subordinate all distributions to Neugebauer (and 

his affiliates) and the Collateral Agent to all other allowed claims. 11 U.S.C. § 510(c)(1). 

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161. The Trustee requests that the Court order the Collateral Agent’s liens be transferred 

to the Estate. 11 U.S.C.§ 510(c)(2). 

COUNT 12: RECHARACTERIZATION (NEUGEBAUER AND COLLATERAL AGENT) 

162. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

163. Based on the allegations in Count 10, pursuant to the Court’s equitable powers 

and/or state law, recharacterizing the claims of Neugebauer, his affiliates, and OnPoint as equity. 

COUNT 13: DECLARATORY JUDGMENT REGARDING EXTENT OF COLLATERAL AGENT’S 

SECURITY INTERESTS RESPECTING DE COMPLAINT AND GA COMPLAINT (ALL 

DEFENDANTS EXCEPT ONPOINT) 

164. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

165. In the DE Complaint and in the GA Complaint, the Defendants have asserted 

various causes of action sounding in tort that the Debtor and the Estate could have brought, 

regardless of whether the Defendants, too, could have brought any such causes of action (all such 

causes of action, the “Tort Claims”). The “Tort Claims” include causes of action under federal 

RICO, state RICO, conspiracy to breach contract, misappropriation of trade secrets, infringement 

of intellectual property rights, breach of fiduciary duty, tortious interference, damage to business, 

and various other causes of action stemming from the actions the Defendants allege that the DE 

Defendants and the GA Defendants took. The “Tort Claims” further include the “Misappropriation 

Claims” as defined by the Collateral Agent in Bankruptcy Case Docket No. 201. 

166. An actual and present controversy exists regarding whether the Collateral Agent 

holds any security interests, perfected or otherwise, against any of the Tort Claims alleged in the 

DE Complaint or the GA Complaint. The Collateral Agent asserts that it does, including as 

“proceeds” of its other collateral, at least with respect to Intellectual Property. See Bankruptcy 

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Case Docket No. 201. The Trustee disagrees and asserts that no security interest in the Tort Claims 

in favor of the Collateral Agent ever attached. 

167. The Tort Claims, including any RICO claim and misappropriation claim, are by 

definition tort claims. The Debtor is a corporation. Therefore, under section 9.102(a)(13) of the 

U.C.C., the Tort Claims are “commercial tort claims.” Under section 9.108(e) of the U.C.C., a 

description of collateral as a “commercial tort claim” is insufficient and a detailed description 

thereof is required in order for any security interest to even attach to a commercial tort claim. 

168. Here, the Collateral Agreement listed “commercial tort claims” by category only, 

and it failed to provide any detail with respect to any of the same, including with respect to any of 

the Tort Claims. 

169. The Collateral Agent’s argument that the Tort Claims are the “proceeds” of its other 

collateral fails under applicable case law, even assuming that it has a valid security interest with 

respect to other collateral in the first place, or that it has any claim remaining after its Alleged 

Foreclosure. See, e.g., In re American Cartage Inc., 656 F.3d 82 (1st Cir. 2011). 

170. Furthermore, because the Tort Claims are not “proceeds” under the U.C.C., the 

Estate takes them free of any security interest of the Collateral Agent under section 552 of the 

Bankruptcy Code. 

171. Those Defendants holding Notes also argue that they have standing to sue for 

misappropriation and infringement of Intellectual Property as “Grantors” under the Collateral 

Agreement. See GA Complaint at ¶¶ 185-86. This is nonsense: the holders of the Notes are not 

“Grantors” under the Collateral Agreement, and nowhere are the individual holders of Notes 

granted any security interests. 

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172. Accordingly, the Trustee requests judgment to the effect that the Tort Claims are 

not the collateral of the Collateral Agent or any of the holders of the Notes and are, instead, free 

and clear property of the Estate. 

COUNT 14: OBJECTION TO COLLATERAL AGENT CLAIM

173. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

174. Pursuant to 11 U.S.C. § 502(b)(1), the Trustee objects to Claim No. 44 of the 

Collateral Agent and incorporates herein all other causes of action. 

COUNT 15: DECLARATORY JUDGMENT REGARDING OWNERSHIP OF COUNT 1 OF DE

COMPLAINT (AGAINST DE PLAINTIFFS) 

175. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

176. Count 1 of the DE Complaint is labeled “Breach of Contract and Conspiracy to 

Breach Contract: Stockholders Agreement.” 

177. The basis of said Count 1 is breach of contract, and the DE Complaint expressly 

identifies the breached contract as the “Original Stockholders Agreement” and “that certain 

Joinder Agreement,” and “that certain Subscription Agreement.” However, the Debtor was also a 

party to each of these agreements and, any breach of those agreements by any of the DE Defendants 

would be enforceable by the Debtor as well. 

178. The breach of these contracts is expressly identified as a breach of section 5.04(c) 

of the Stockholders Agreement, labeled “Non-Competition,” which, among other things, prohibits 

each signatory thereof from engaging in “Prohibited Activity,” which prohibition exists “[b]ecause 

of the Company’s legitimate business interest.” “Prohibited Activity” is generally defined as 

activity whereby such signatory would contribute any knowledge to a company “engaged in, or 

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developing, the same or similar business as the Company,” including the disclosure of trade 

secrets, proprietary information, or confidential information. 

179. The other basis of said Count 1 is a breach of section 5.04(d) of the Shareholder 

Agreement, generally prohibiting disparagement. However, this section prohibits disparagement 

not only of Debtor’s officers and the like, but also of the Debtor and its business. 

180. Therefore, section 5.04(c) protected the Debtor and its property, and any damages 

for breaching the foregoing would flow to the Debtor first and, if ever, to the DE Plaintiffs only 

derivatively of the Debtor. As such, the underlying causes of action and damages are property of 

the Estate. 

181. Count 1 of the Delaware Complaint appears to assert damages to Neugebauer or 

his entities as personal to them and not belonging to, or derivative of, the Estate, in an attempt to 

conceal the fact that they are asserting the Estate’s causes of action. The DE Plaintiffs’ 

characterizations of ownership, however, do not control and are incorrect in any event. Among 

other things, 

 “GloriFi required Defendants . . . to sign a confidentiality agreement . . . then a 

Confidentiality and Proprietary Rights Agreement and a Stockholders Agreement,” 

DE Complaint at p. 6; 

 “Defendants conspired to prevent GloriFi from obtaining additional financing 

necessary to complete the SPAC transaction,” id. at p. 77; 

 “Defendants [conspired] to complete with GloriFi by creating, investing in, or 

otherwise assisting other entities utilizing GloriFi’s trade secrets and through other 

means of unfair competition including, but not limited to use of GloriFi’s 

confidential and proprietary information,” id. at p. 77; 

 “the Defendants capitalized on GloriFi’s stolen property,” id. at p. 79. 

182. It was the Debtor’s property that was stolen, the Debtor’s financing ability that was 

killed, and the Debtor’s business that was unfairly competed with through thefts, breaches of 

contract, and torts. 

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183. The foregoing, and therefore said Count 1, all allege harm and injury to the Debtor 

and to its property. Count 1 and such damages are claims and causes of action that the Debtor 

could have asserted in its own name. As such, it is property of the Estate. To the extent that 

Neugebauer has any claim for damages, it is indirect and derivative of the Debtor and the Estate 

and, therefore, any claim or cause of action that he may have is not personal to him with respect 

to section 5.04(c) of the Shareholder Agreement. With respect to section 5.04(d) of the 

Shareholder Agreement, it too protects the Debtor and its business against disparagement, but it 

also protects the Debtor’s individual officers and others. Here, Count 1 appears to include damages 

flowing both to the Debtor and to Neugebauer personally. 

184. Accordingly, the Trustee respectfully requests judgment that the Estate, to the 

exclusion of any of the Defendants, owns: (i) the causes of action and any resulting damages pled 

in Count 1 of the Delaware Complaint for violation of any agreement regarding the Debtor’s 

property and business opportunities and for violating any agreement regarding disparaging the 

Debtor or its business; and (ii) all causes of action and any resulting damages, whether for breach 

of contract, tort, or violation of statute, for any taking, misappropriation, use, conversion, or theft 

of any intellectual property, including trade secrets, of the Debtor. To the extent that any portion 

of said Count 1 is a cause of action that is not property of the Estate, the Trustee requests that the 

Court declare what any such portion or its resulting damages may be. 

COUNT 16: DECLARATORY JUDGMENT REGARDING OWNERSHIP OF COUNT 2 OF DELAWARE 

COMPLAINT (AGAINST NEUGEBAUER) 

185. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

186. By Count 2 of the DE Complaint, Neugebauer asserts a cause of action against the 

DE Defendants for violations of federal civil RICO laws. 

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187. In said Count 2, Neugebauer seeks to shoehorn the cause of action and resulting 

damage into a “personal” cause of action for his sole benefit, including by asserting that he has 

suffered the resulting damages and seeking such damages only. 

188. The actual allegations underpinning Count 2, however, demonstrate that the cause 

of action, and any resulting damages, belongs to the Estate: 

 “[t]he RICO Enterprise consist of an association and group of individuals 

associated in fact . . . for the unlawful purpose of . . . stealing GloriFi’s confidential 

and proprietary information and knowingly using the stolen information to compete 

against GloriFi,”;7

 the Defendants did so by “[i]legally downloading GloriFi’s confidential and/or 

proprietary data on or around Nov. 9, 2021 with intent to convert it”;8

 the Defendants further did so by “[i]legally downloading GloriFi’s confidential 

and/or proprietary data on or around October 2, 2022, with intent to convert it”;9

 “[c]opying GloriFi’s credit card for the benefit of Coign and its owners”; 10

 “[c]pnverting GloriFi’s trade secrets for the benefit of Strive and its owners,”;11 and 

 “[k]nowingly stealing or fraudulently obtaining or downloading without 

authorization or knowingly receiving and/or possessing such information obtained 

without authorization.” 12

189. The foregoing, and therefore said Count 2, all allege harm and injury to the Debtor 

and to its property. Count 2 and such damages are claims and causes of action that the Debtor 

could have asserted in its own name. As such, it is property of the Estate. To the extent that 

 

7

 DE Complaint at p. 80. 

8 Id. at p. 80. 

9 Id. at p. 80. 

10 Id. at pp. 81-82. 

11 Id. a t p. 81. 

12 Id. at p. 81. 

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Neugebauer has any claim for damages, it is indirect and derivative of the Debtor and the Estate 

and, therefore, any claim or cause of action that he may have is not personal to him. 

190. Accordingly, the Trustee respectfully requests judgment that the Estate, to the 

exclusion of any of the Defendants, owns: (i) the causes of action and any resulting damages pled 

in Count 2 of the DE Complaint; and (ii) all causes of action and any resulting damages, whether 

for breach of contract, tort, or violation of statute, for any taking, misappropriation, use, 

conversion, or theft of any intellectual property, including trade secrets, of the Debtor. 

COUNT 17: DECLARATORY JUDGMENT REGARDING OWNERSHIP OF COUNTS 1, 2, 3, 5, 6, 8,

AND 9 OF GA COMPLAINT (AGAINST GA PLAINTIFFS) 

191. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

192. In Counts 1, 2, 3, 5, 6, 8, and 9, the GA Plaintiffs seeks to shoehorn the cause of 

action and resulting damage into a “personal” cause of action for their sole benefit, including by 

asserting that they suffered the resulting damages and seeking such damages only. 

193. The actual allegations underpinning these Counts, however, demonstrate that the 

causes of action, and any resulting damages, belongs to the Estate: (i) illegal download of the tech 

stack;13 (ii) theft of trade secrets;14 (iii) copying the Debtor’s credit card design for the benefit of 

Coign;15 and (iv) converting trade secrets for the benefit of Strive.16. Count 4 alleges theft of the 

 

13 GA Complaint paras. 219, 231, 245. 

14 Id. 

15 Id.

16 Id.

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Debtor’s credit card design,17 concept of an anti-woke ETF,18 and the Debtor’s customer targeting 

strategy,19 as well as disclosure of trade secrets to competitors.20 

194. The foregoing, and therefore the identified Counts, all allege harm and injury to the 

Debtor and to its property. Said counts and such damages are claims and causes of action that the 

Debtor could have asserted in its own name. As such, it is property of the Estate. To the extent 

that Neugebauer has any claim for damages, it is indirect and derivative of the Debtor and the 

Estate and, therefore, any claim or cause of action that he may have is not personal to him. 

195. Accordingly, the Trustee respectfully requests judgment that the Estate, to the 

exclusion of any of the Defendants, owns: (i) the causes of action and any resulting damages pled 

in Counts 1, 2, 3, 5, 6, and 8 of the GA Complaint; and (ii) all causes of action and any resulting 

damages, whether for breach of contract, tort, or violation of statute, for any taking, 

misappropriation, use, conversion, or theft of any intellectual property, including trade secrets, of 

the Debtor. 

COUNT 18: DECLARATORY JUDGMENT REGARDING OWNERSHIP OF COUNT 4 OF GA

COMPLAINT (AGAINST WPI) 

196. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

197. By Count 4 of the GA Complaint, WPI directly asserts causes of action for the 

misappropriation of the Debtor’s trade secrets and other intellectual property, and seeks resulting 

damages for itself. 

 

17 GA Complaint para. 258. 

18 Id. 

19 Id. 

20 Id. 

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198. The sole justification that WPI gives in asserting the Debtor’s causes of action and 

damages, and therefore the Estate’s, is that it “now owns GloriFi’s Intellectual Property, including 

‘all rights to sue at law or in equity for any infringement or other impairment thereof, including 

the right to receive all proceeds and damages therefrom.’ Therefore, it has the right to recover 

damages due to the misappropriation, infringement, and/or dilution of that Intellectual Property.” 

GA Complaint at ¶ 261. Of interest, the Collateral Agent provides no citation for its quotation 

above. 

199. Even if the Collateral Agent holds a security interest to the causes of action and 

damages the subject of said Count 4, that is not ownership of said Count 4. 

200. The only possible way that the Collateral Agent could own said Count 4 is from the 

Alleged Foreclosure. However, and as alleged above: (i) the Alleged Foreclosure transferred, at 

best, the Software and the Software Assets, which do not include causes of action or anything 

approaching Count 4; (ii) the Alleged Foreclosure was invalid and ineffective to transfer anything 

because there was no “Event of Default,” no acceleration of the Notes, and, upon information and 

belief, no approval or instruction to foreclose from the Requisite Noteholders; and (iii) the 

Collateral Agreement does not grant a security interest in commercial tort claims, which is what 

Count 4 is; and (iv) the Collateral Agreement does not grant any security interests to the Collateral 

Agent because the Notes fail to define “Obligations” and therefore the Collateral Agreement fails 

to define “Company Obligations.” 

201. Therefore, Count 4 was and is property of the Debtor and the Estate, free and clear 

of any purported security interest in favor of the Collateral Agent. 

202. Accordingly, the Trustee respectfully requests judgment that the Estate, to the 

exclusion of WPI, owns: (i) the causes of action and any resulting damages pled in Count 4 of the 

GA Complaint; and (ii) all causes of action and any resulting damages, whether for breach of 

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contract, tort, or violation of statute, for any taking, misappropriation, use, conversion, or theft of 

any intellectual property, including trade secrets, of the Debtor. 

COUNT 19: DECLARATORY JUDGMENT REGARDING OWNERSHIP OF COUNT 7 OF GEORGIA 

COMPLAINT (AGAINST NEUGEBAUER AND NFE) 

203. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

204. By Count 7 of the GA Complaint, Neugebauer and NFE assert a cause of action 

against the GA Defendants for “Conspiracy to Breach Contract: Stockholders Agreement.” As 

expressly pled, Neugebauer and NFE are suing defendants who are not signatories to the 

Stockholders Agreement but who allegedly conspired with those who were in breach of those 

agreements. 

205. The basis of said Count 7 is breach of contract, without which there is no 

conspiracy, and the GA Complaint expressly identifies the breached contract as the “Stockholders 

Agreement” and the “Amended and Restated Stockholders Agreement.” However, the Debtor was 

also a party to each of these agreements and, any breach of those agreements by any of the GA 

Defendants would be enforceable by the Debtor as well. 

206. The breach of these contracts is expressly identified as a breach of section 5.04(c) 

of the Stockholders Agreement, labeled “Non-Competition,” which, among other things, prohibits 

each signatory thereof from engaging in “Prohibited Activity,” which prohibition exists “[b]ecause 

of the Company’s legitimate business interest.” “Prohibited Activity” is generally defined as 

activity whereby such signatory would contribute any knowledge to a company “engaged in, or 

developing, the same or similar business as the Company,” including the disclosure of trade 

secrets, proprietary information, or confidential information. 

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207. Likewise, the breach of these contracts is expressly identified as a breach of section 

5.04(e) of the Amended Stockholders Agreement, which prohibited the disclosure of “Confidential 

Information.” “Confidential Information” is defined as “confidential, secret, and proprietary” 

information “relating to the Company and its Affiliates, businesses and existing and prospective 

customers . . .”. 

208. The other basis of said Count 7 is a breach of section 5.04(d) of the Shareholder 

Agreement, generally prohibiting disparagement. However, this section prohibits disparagement 

not only of Debtor’s officers and the like, but also of the Debtor and its business. 

209. Therefore, section 5.04(c) and amended section 5.04(e) protected the Debtor and 

its property, and any damages for breaching the foregoing would flow to the Debtor first and, if 

ever, to the GA Plaintiffs only derivatively of the Debtor. As such, the underlying causes of action 

and damages are property of the Estate. 

210. Count 7 of the GA Complaint appears to assert damages to Neugebauer or his 

entities as personal to them and not belonging to, or derivative of, the Estate, in an attempt to 

conceal the fact that they are asserting the Estate’s causes of action. The GA Plaintiffs’ 

characterizations of ownership, however, do not control and are incorrect in any event. Among 

other things: 

 the defendants “conspired with the entities they controlled and the rest of the 

Defendants to assist the signatories of the Stockholders Agreement in violating 

their obligations through the underlying torts of defamation, business 

disparagement, unfair competition, and theft of trade secrets,” see GA Complaint 

at pp. 129-130; 

 “Defendants conspired to prevent GloriFi from obtaining additional financing 

necessary to complete the SPAC transaction,” id. at p. 130; 

 “Defendants [conspired] to compete with GloriFi by creating, investing in, or 

otherwise assisting other entities utilizing GloriFi’s trade secrets and through other 

means of unfair competition including, but not limited to, use of GloriFi’s 

confidential and proprietary information,” id. at p. 130; 

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 “Defendants wrongfully utilized GloriFi trade secrets, proprietary information, and 

confidential information in founding Strive, taking GloriFi’s concept of Anti-Woke 

energy ETF,” id. at p. 132; and 

 “Coign misappropriated GloriFi’s trade secrets by, among other things, copying 

GloriFi’s credit card design. Id. at p. 133. 

211. It was the Debtor’s property that was stolen, the Debtor’s financing ability that was 

killed, and the Debtor’s business that was unfairly competed with through thefts, breaches of 

contract, and torts. 

212. The foregoing, and therefore said Count 7, all allege harm and injury to the Debtor 

and to its property. Count 7 and such damages are claims and causes of action that the Debtor 

could have asserted in its own name. As such, it is property of the Estate. To the extent that 

Neugebauer has any claim for damages, it is indirect and derivative of the Debtor and the Estate 

and, therefore, any claim or cause of action that he may have is not personal to him with respect 

to section 5.04(c) of the Shareholder Agreement or section 5.04(e). With respect to section 5.04(d) 

of the Shareholder Agreement, it too protects the Debtor and its business against disparagement, 

but it also protects the Debtor’s individual officers and others. Here, Count 7 appears to include 

damages flowing both to the Debtor and to Neugebauer personally. 

213. Accordingly, the Trustee respectfully requests judgment that the Estate, to the 

exclusion of any of the Defendants, owns: (i) the causes of action and any resulting damages pled 

in Count 7 of the GA Complaint for violation of any agreement regarding the Debtor’s property 

and business opportunities and for violating any agreement regarding disparaging the Debtor or its 

business; and (ii) all causes of action and any resulting damages, whether for breach of contract, 

tort, or violation of statute, for any taking, misappropriation, use, conversion, or theft of any 

intellectual property, including trade secrets, of the Debtor. To the extent that any portion of said 

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Count 7 is a cause of action that is not property of the Estate, the Trustee requests that the Court 

declare what any such portion or its resulting damages may be. 

COUNT 20: PERMANENT INJUNCTION ENFORCING THE AUTOMATIC STAY (ALL 

DEFENDANTS EXCEPT ONPOINT) 

214. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

215. The causes of action asserted in the DE Complaint and the GA Complaint are 

property of the Estate. As such, they are subject to the sole and exclusive administration of the 

Trustee and the sole and exclusive prosecution by the Trustee, all protected by the automatic stay. 

To the extent that any of such causes of action are not property of the Estate, that question will be 

determined by this Court through this Adversary Proceeding, as a determination that this Court 

has the exclusive jurisdiction over. 

216. Accordingly, the Trustee requests the issuance of a permanent injunction 

prohibiting any of the Defendants or their successors from asserting or prosecuting, in any manner 

and before any court or other tribunal, any of the causes of action asserted in the DE Complaint or 

the GA Complaint except solely those causes of action, and underlying allegations and resulting 

damages, that this Court determines are not property of the Estate. 

COUNT 21: DAMAGES FOR VIOLATIONS OF THE AUTOMATIC STAY (ALL DEFENDANTS 

EXCEPT ONPOINT) 

217. The Trustee hereby incorporates all factual allegations set forth above and below, 

throughout this Complaint, as though fully stated here. 

218. By filing the DE Complaint and the GA Complaint, and taking any action to 

advance either or both such proceedings, the Defendants (except OnPoint) have and continue to 

exercise control over property of the Estate in direct violation of section 362(a)(3) of the 

Bankruptcy Code. This is because, for all of the reasons presented above, the causes of action and 

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damages asserted by them in the DE Complaint and the GA Complaint are property of the Estate 

protected by the automatic stay of the Bankruptcy Code. 

219. Even to the extent that any such causes of action or damages may be personal to 

one or more of the Defendants (except OnPoint), unless and until there is a judicial determination 

of the same or allocating any portion thereof between the Estate and the Defendant, all such causes 

of action are arguably property of the Estate likewise protected by the automatic stay of the 

Bankruptcy Code. 

220. At no time did any of the Defendants obtain relief from the automatic stay to file 

or prosecute any of the causes of action the subject of the DE Complaint or the GA Complaint. 

221. Under section 362(k) of the Bankruptcy Code, “an individual injured by any willful 

violation of a stay provided by this section shall recover actual damages, including costs and 

attorneys’ fees, and, in appropriate circumstances, may recover punitive damages.” 

222. The Trustee is an individual within the meaning of said section. 

223. To the extent that he is not, or to the extent that section 362(k) does not otherwise 

directly apply, section 105(a) of the Bankruptcy Code and the Court’s inherent powers to enforce 

a statutory injunction similar to the automatic stay enable the Court to sanction violations of the 

automatic stay and to award appropriate damages for violations. 

224. Here, the Estate has been damaged, resulting in actual damages to be proven at trial, 

because the Trustee’s Court-approved auction of the Tort Claims (and pending motion for sale of 

the same) has been potentially depressed with respect to interest and to value, because the 

Defendants not only claim ownership of the Tort Claims but have actually initiated litigation to 

recover the Tort Claims for themselves. 

225. The Estate has been further damages by its attorney’s fees and expenses incurred 

as a result of the filing of the DE Case and GA Case including preparing and prosecuting this 

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Adversary Proceeding and, should it become necessary, incurred in the DE Case and the GA Case. 

These fees are asserted as both actual damages and as attorney’s fee damages. 

226. Punitive damages are also appropriate. Among other things: (i) the Defendants 

were warned not to proceed with the DE Complaint or the GA Complaint without first obtaining 

judicial relief; (ii) the Defendants filed the DE Complaint and the GA Complaint for the obvious 

purpose of prejudicing the Trustee’s action of the Tort Claims, as they knew that they did not have 

the funds to prevail at said auction and that they did not have perfected security interests to creditbid at said action; (iii) the Collateral Agent, on May 22, 2024, filed a motion for relief from the 

automatic stay with respect to the Tort Claims but had already filed the DEGA Complaints; (iv) 

the filing of the DE Complaint and the GA Complaint was motivated by Neugebauer and entities 

that he controls to get his version of events out, meaning that he used the judicial system for 

propaganda and publicity; (v) amazingly, Neugebauer had previously sought to enforce the 

automatic stay and to obtain damages for its violations—which this Court granted to him—for a 

very similar automatic stay violation committed by others (including some of the DEGA 

Defendants); and (vi) in light of this Court’s precedent, the automatic stay violations are clear 

because, as this Court has made it clear, “do not ask for forgiveness afterwards, ask for permission 

beforehand.” 

227. In sum, the contempt for the automatic stay and of this Court is overwhelming and 

hard to comprehend, as are the resulting damages. This is no innocent or technical violation. There 

were no limitations or other issues faced by the Defendants. Defendants simply resorted to selfhelp, exactly what the automatic stay forbids. And, they decided for themselves what is and is not 

property of the Estate, usurping this Court’s role which the automatic stay exists to enable without 

fear of parallel proceedings. The Court should therefore not hesitate to award the maximum 

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damages, fees, and punitive damages to the Trustee including, if needed, for punitive damages by 

way of inherent contempt powers, by report and recommendation to the District Court. 

228. Accordingly, the Trustee requests a money judgment against the Defendants, 

jointly and severally, for all damages resulting from their violations of the automatic stay, 

including all of the Trustee’s reasonable attorney’s fees and expenses, and further including such 

punitive damages as the Court deems appropriate to deter other violations of the automatic stay. 

VI. PRAYER 

WHEREFORE, PREMISES CONSIDERED, the Trustee respectfully requests that the 

Defendants be summoned to answer this Complaint and that, following a trial on the merits, the 

Court award the Trustee or otherwise enter judgment in favor of the Trustee as against the 

appropriate Defendants for: 

a. A declaratory judgment that (i) the sole property of the Debtor transferred to 

the Collateral Agent was the software that was being developed by or on behalf 

of the Debtor for its business, including but not limited to source code, object 

code, scripts, programming tools, diagrams, documentation, presentations, 

correspondence and notes relating to the Software, any hardware used in 

connection with the Software, as well as any other tangible or intangible asset 

of the Company or its agents related to the Software, wherever located; and (ii) 

the Collateral Agent did not foreclose on, receive, or acquire any of the Debtor’s 

Intellectual Property, General Intangibles, trade secrets, causes of action, rights 

against third parties, or any of the claims and causes of action asserted by the 

Collateral Agent in the GA Complaint; 

b. A declaratory judgment that the Alleged Foreclosure was invalid and 

ineffective under the underlying agreements and the UCC and, therefore, 

transferred none of the Debtor’s property to the Collateral Agent; 

c. A declaratory judgment that the Collateral Agent’s lien did not attach to the 

Debtor’s Trademarks; 

d. An injunction prohibiting the Collateral Agent, any successor thereof, and any 

holder of any Note, from making any statement, or taking any action indicative, 

of ownership or control of, or dominion over, any property of the Estate that is 

the subject of the Court’s grant of relief to the Trustee; 

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e. In connection with the wrongful foreclosure, award against OnPoint and WPI 

such money damages to be proven at trial or a declaration of no deficiency claim 

of the Collateral Agent or Noteholders; 

f. In connection with breach of the Collateral Agreement, money damages to be 

proven at trial, 

g. Pursuant to 11 U.S.C. § 547, avoidance of the attachment or perfection of any 

security interests in favor of the Collateral Agent and/or any Note Insider(s) or, 

alternatively, avoiding the perfection of any attached security interest as stated 

herein; 

h. Pursuant to 11 U.S.C. § 550, recovery of all liens, security interests, and 

transfers avoided pursuant to this Complaint and of all other transferred assets 

or their value, in amounts to be determined at trial; 

i. Pursuant to 11 U.S.C. § 510(c), equitable subordination of the claims of 

Neugebauer, his affiliates, and OnPoint; 

j. Pursuant to the Court’s equitable powers and/or state law, recharacterizing the 

claims of Neugebauer, his affiliates, and OnPoint as equity; 

k. A declaratory judgment to the effect that the Tort Claims are not the collateral 

of the Collateral Agent or any of the holders of the Notes and are, instead, free 

and clear property of the Estate; 

l. A declaratory judgment that the Estate owns all counts asserted in the DE and 

GA Complaints and the damages resulting therefrom, or, to the extent that any 

portion of the same is a cause of action and/or seeks direct damages that are not 

property of the Estate, a declaratory judgment declaring what any such portion 

or its resulting damages may be; 

m. A permanent injunction enforcing the automatic stay; 

n. Damages for violations of the automatic stay, in an amount to be proven at trial; 

o. Punitive damages for violation of the automatic stay, in an amount determined 

by the Court to be just and proper; 

p. Pursuant to 11 U.S.C. § 502(b)(1), disallowing the Collateral Agent’s claim;

q. Reasonable attorney’s fees and expenses incurred herein; 

r. Prejudgment and post judgment interest as allowed by law; and 

s. Such other and further relief to which the Trustee has shown himself justly 

entitled, whether at law or in equity. 

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TRUSTEE’S ORIGINAL COMPLAINT—Page 52 

RESPECTFULLY SUBMITTED this 30th day of May, 2024. 

By: /s/ Davor Rukavina 

Davor Rukavina, Esq. 

Texas Bar No. 24030781 

Thomas D. Berghman, Esq. 

Texas Bar No. 24082683 

Brenda P. Funk, Esq. 

Texas Bar No. 24012664 

Conor P. White, Esq. 

Texas Bar No. 24125722 

MUNSCH HARDT KOPF & HARR, P.C. 

500 N. Akard Street, Suite 4000 

Dallas, Texas 75201-6659 

Telephone: (214) 855-7500 

COUNSEL FOR 

SCOTT M. SEIDEL, TRUSTEE 

4895-9546-1314v.2 013229.00019 

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