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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION

In re: §
§ Case No. 23-10164-smr
ASTRALABS, INC., §
§ Chapter 7
Debtor. §

TRUSTEE’S (EXPEDITED) MOTION FOR EXTENSION OF

DEADLINE TO ASSUME OR REJECT EXECUTORY CONTRACTS

TO THE HONORABLE SHAD M. ROBINSON, U.S. BANKRUPTCY JUDGE:

Randolph N. Osherow, not individually but in his capacity as the duly appointed chapter 7

trustee (in such capacity, the “Trustee”), for and on behalf of ASTRALABS, Inc. (the “Debtor”)

under the above-captioned chapter 7 bankruptcy case (the “Bankruptcy Case”), files his Motion

for Extension of Deadline to Assume or Reject Executory Contracts (the “Motion”), and in support

hereof respectfully states as follows:

I. JURISDICTION AND VENUE

1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157(a)

and 1334(b) and the standing Western District of Texas Order of Reference of Bankruptcy Cases

and Proceedings. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and a matter that

arises exclusively under the provisions of title 11 of the United States Code, §§ 101 et seq. (as

amended, the “Bankruptcy Code”), and as to which the Court accordingly has the power consistent

with the United States Constitution to enter a final order resolving same. The Trustee expressly

consents to the Court’s entry of a final disposition of this Motion. Venue is proper pursuant to

28 U.S.C. §§ 1408 and 1409.

TRUSTEE’S MOTION FOR EXTENSION OF DEADLINE

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2. The bases for the relief requested herein are sections 105(a) and 365 of the

Bankruptcy Code and Rule 9006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”).

II. BACKGROUND

3. On March 17, 2023 (the “Petition Date”), the Debtor commenced the Bankruptcy

Case by filing a voluntary petition for relief under chapter 11, subchapter V, of the Bankruptcy

Code thereby creating the Debtor’s Estate. No official committee has been appointed in the

Bankruptcy Case.

4. On March 30, 2023, the Debtor filed its schedules, statement of financial affairs,

and amended matrix. See Docket Nos. 36, 37.

5. On May 10, 2023, the United States Trustee (the “UST”) filed an expedited Motion

to Convert Case to a Case Under Chapter 7, or, in the Alternative, Dismiss Case [Docket No. 83]

(the “Motion to Convert”). Among UST’s the stated grounds under the Motion to Convert was

that the Debtor “has significant assets, specifically warrants that were offered as payments for

services and stock in at least one company, which management is aware of and deliberately not

disclosing on the bankruptcy schedules.” See Motion to Convert ¶ 8. At the hearing on the Motion

to Convert, Andrew Ryan, then the Debtor’s sole director, majority principal, and chief executive

officer, testified at length, including with respect to the warrants:

Q: And on your schedule, you don’t list the warrants, right? You don’t have those
as an asset description in your schedules; is that correct?
A: I didn’t file the schedule. I have -- I got asked about the schedule for the first
time yesterday and the warrants -- there’s about 5,000 of them.

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See Transcript of Hearing Held May 11, 2023 [Docket No. 111] at 26:9–14. Mr. Ryan also

testified that he had previously disclosed to third parties a recent report and assessment that valued

the warrants (collectively, “Warrants”) in the aggregate amount of $489 million. Id. at 42:3–23.

6. On May 12, 2023, the Court entered its Order Converting Case to Chapter 7

[Docket No. 89] (“Conversion Order”), converting the Bankruptcy Case to chapter 7, discharging

the subchapter V trustee, and appointing the Trustee as interim trustee to oversee the

administration, operating, and management of the Debtor’s Estate and its assets, claims, and

affairs.

7. Immediately following his appointment to act as Trustee, the Trustee undertook

efforts to identify and transition custody and control over the Estate’s assets, interests, and affairs,

including, but not limited to, reviewing the Debtor’s previously filed schedules, exploring potential

transactions for liquidating the Debtor’s estate, and analyzing the Warrants.

8. As acknowledged by Mr. Ryan at the hearing on the Motion to Convert, none of

the Warrants appears on the Debtor’s schedules, and the Debtor has not yet filed amended

schedules to include the Warrants. Rather, the current version of the Debtor’s schedules list only

three (3) executory contracts. See Docket No. 36 at pg. 68. On June 9, 2023, the Trustee filed a

motion to reject one of the executory contracts scheduled by the Debtor, see Docket No. 130, and

a motion to reject an executory contract that was not listed on the schedules, see Docket No. 129.

9. Accordingly, the Warrants remain unscheduled and, as discussed with the Court at

a hearing held on July 10, 2023, efforts to complete the amended schedules remain in progress.

These Warrants are complex assets implicating securities regulations.

10. The Trustee’s efforts to maximize the value of the estate include his recent receipt,

at his request, of a proposal from an investment banking firm to act as the estate’s proposed sale

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agent, but as of the filing of this Motion, the parties are continuing to negotiate and refine such

proposal. Assuming that this, or an alternate, proposal is resolved and submitted to the Court, the

parties will then need to formulate bid and sale procedures to provide for the sale of what the

Trustee currently intends to be specifically identified warrants, obtain Court approval for such

procedures, and substantially begin to implement them. All of this would need to be accomplished

prior to the time that the estate would be prepared to seek the assumption or rejection of underlying

executory contracts under customary bid procedures, and all after determining which Warrants (if

any) may need to be assumed as part of such transaction(s).

11. For the avoidance of doubt, the Trustee does not by this Motion or otherwise,

presently concede or admit that any Warrants or other contracts or assets held by the estate are

executory, as to which potential determination the Trustee reserves all of his and the estate’s rights.

12. Under the particular circumstances of this case, the Trustee reasonably requires

additional time before determining whether to assume or reject any of the Warrants, and as found

and determined by the Court at the hearing held on July 10, 2023, cause exists to extend the

deadline under section 365(d) by which the estate may move to assume or reject executory

contracts.

13. Accordingly, by this Motion, the Trustee seeks entry of an order extending the time

within which the Trustee may assume or reject executory contacts (collectively, the “Executory

Contracts”) for an additional 180 days, from the current deadline of July 11, 2023 to January 7,

2024, without prejudice to the right of the Trustee to seek further extensions of the time to assume

or reject the Executory Contracts as contemplated under section 365(d)(1) of the Bankruptcy Code.

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III. BASIS FOR RELIEF

14. Causes exists to extend the deadline to assume or reject the Executory Contracts.

Bankruptcy Code § 365(d)(1) provides:

In a case under chapter 7 of this title, if the trustee does not assume or reject an
executory contract or unexpired lease of residential real property or of personal
property of the debtor within 60 days after the order for relief, or within such
additional time as the court, for cause, within such 60-day period, fixes, then such
contract or lease is deemed rejected.

11 U.S.C. § 365(d)(1). Where, as here, the bankruptcy case was converted to chapter 7, the 60-day

period begins from the date of the conversion order. See 11 U.S.C. § 348(c).

15. The current deadline for the Trustee to assume or reject Executory Contracts is

July 11, 2023. Such deadline may be extended, for cause, provided a motion for extension is filed

prior to the expiration of the 60-day period. See, e.g., In re Demay Int’l LLC, 471 B.R. 510, 532

(S.D. Tex. 2012) (citing Chapman Inv. Assocs. v. Am. Healthcare Mgmt., Inc., 94 B.R. 420, 422

(N.D. Tex. 1989)) (following Fifth Circuit precedent and “allowing the bankruptcy court to hold a

hearing and grant an extension of time to assume or reject an unexpired lease outside of the initial

period as long as the motion was filed during the initial period”). See also In re Am. Healthcare

Mgmt., Inc., 900 F.2d 827, 832 (5th Cir. 1990) (citations omitted) (holding that, because “‘an order

extending the time for a debtor to assume or reject a lease merely preserves the status quo, and . . .

is entered in the routine administration of the court,’ “the court has authority to grant such an

extension without affording other parties notice and a hearing.”).

16. Cause exists to grant the requested extension of the period during which the

Trustee may assume or reject the Executory Contracts. Due to the large number of Warrants

(approximately 5,000)—which appear to comprise the Debtor’s primary assets but which the

Debtor has not yet included on any schedules filed with the Court—and the complexities

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associated with analyzing, marketing, and selling the Warrants, the Trustee requires additional

time to determine whether any of the potential transactions for liquidating the Debtor’s estate will

require the assumption of any of the Warrants and to proceed to propose and implement a

procedure for same in the best interests of the estate.

IV. CONCLUSION

WHEREFORE, the Trustee respectfully requests this Court’s entry of an order,

substantially in the form attached hereto: (i) granting the relief requested in this Motion without

prejudice to further relevant requests; and (ii) granting such other and further relief as the Court

may deem just and proper.

Dated: July 10, 2023 Respectfully submitted,

By: /s/ Jay H. Ong

Jay H. Ong
Texas Bar No. 24028756
Thanhan Nguyen
Texas Bar No. 24118479
MUNSCH HARDT KOPF & HARR, P.C.
1717 West 6th Street, Suite 250
Austin, Texas 78703
Telephone: (512) 391-6100
Facsimile: (512) 391-6149
Email: jong@munsch.com
anguyen@munsch.com

Proposed Counsel For Randolph N. Osherow,

Chapter 7 Trustee

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CERTIFICATE OF SERVICE

The undersigned hereby certifies that, on the 10th day of July 2023, he personally caused
true and correct copies of the foregoing pleading, together with all exhibits thereto, to be served
by electronically filing it with the Court using the Court’s CM/ECF system, which sent notification
to the parties receiving same through such system, and on the parties shown on the attached service
list, via first class U.S. Mail.

Additionally, as expressly authorized by the Court and by his signature below, the
undersigned hereby certifies that he personally caused to be served a true and correct copy of this
document, together with all exhibits thereto, on July 10, 2023, via e-mail transmission upon all
known, relevant parties, via such parties’ e-mail address(es) contained in the Trustee’s most recent
existing records obtained from the Debtor. Records of such service are maintained by the Trustee.
By: /s/ Jay H. Ong
Jay H. Ong, Esq.

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE WESTERN DISTRICT OF TEXAS
AUSTIN DIVISION

In re: §
§ Case No. 23-10164-smr
ASTRALABS, INC., §
§ Chapter 7
Debtor. §

ORDER GRANTING TRUSTEE’S MOTION FOR EXTENSION OF

DEADLINE TO ASSUME OR REJECT EXECUTORY CONTRACTS

CAME ON FOR CONSIDERATION the Motion for Extension of Deadline to Assume or

Reject Executory Contracts (the “Motion”) 1 filed by Randolph N. Osherow, not individually but

in his capacity as the duly appointed chapter 7 trustee (in such capacity, the “Trustee”), for and on

behalf of ASTRALABS, Inc. (the “Debtor”) under the above-captioned chapter 7 bankruptcy case

(the “Bankruptcy Case”). After having considered the Motion and the record before it, and

including for the reasons stated in the Motion and by the Court at a proceeding conducted on

July 10, 2023, the Court finds and determines that: (i) the Court has jurisdiction over this matter

pursuant to 28 U.S.C. § 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2);

1
Capitalized terms used herein, not otherwise defined, shall be given the meaning ascribed in the Motion.

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(iii) the Court may enter a final order consistent with Article III of the United States Constitution;

(iv) venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C. §§ 1408

and 1409; (v) notice of the Motion and opportunity for a hearing on the Motion were appropriate

under the particular circumstances and no other notice need be provided; (vi) the legal and factual

bases set forth in the Motion establish cause for the relief granted herein; and (vii) the relief

requested in the Motion is in the best interests of the Debtor, its estate, creditors, and all

parties-in-interest; therefor, IT IS HEREBY ORDERED THAT:

1. The Motion is granted as set forth herein.

2. The time period within which the Trustee must assume or reject Executory

Contracts pursuant to section 365(d)(1) of the Bankruptcy Code is extended through January 7,

2024.

3. This Order is without prejudice to the right of the Trustee to request additional

extensions of time to assume or reject the Executory Contracts consistent with section 365(d)(1)

of the Bankruptcy Code.

4. Nothing contained herein nor any actions taken pursuant to such relief is intended

or should be construed as a determination or admission that any pre-petition agreement, contract,

or warrant constitutes an executory contract or unexpired lease subject to the provisions of section

365(d)(1) of the Bankruptcy Code and all parties’ rights are reserved with respect to such

determination.

5. The relief granted by this Order shall not impair the right or ability of the Trustee

to assume or reject any Executory Contracts.

6. The Trustee is authorized to take all actions necessary to effectuate the relief

granted in this Order in accordance with the Motion.

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7. The Court retains exclusive jurisdiction with respect to all matters arising from or

related to the implementation, interpretation, and enforcement of this Order.

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Order respectfully submitted by:

Jay H. Ong
Texas Bar No. 24028756
Thanhan Nguyen
Texas Bar No. 24118479
MUNSCH HARDT KOPF & HARR, P.C.
1717 West 6th Street, Suite 250
Austin, Texas 78703
Telephone: (512) 391-6100
Facsimile: (512) 391-6149