Steven Sharif Is Challenging the $84 Million Number at the Heart of the Ashes of Creation Case

A newly unsealed filing argues the "secured" debt behind a potential second foreclosure of Intrepid Studios was rewritten in December 2025 — and a judge has now ordered an independent review to find out how much of it actually holds up.

The Ashes of Creation lawsuit has produced plenty of headlines, but the fight that will probably decide who ends up controlling the game isn't about layoffs or personal drama. It's about a single number: roughly $84 million. That's what Robert Dawson and TFE Games say is secured against Intrepid Studios' assets, and Steven Sharif's legal team just filed a response aimed squarely at knocking that figure down.

Why the number matters more than the loans themselves

Nobody in this case disputes that Dawson lent Intrepid money over the years. What's actually in dispute is whether those loans are legally secured — and that distinction determines how much leverage TFE has heading into a possible second Article 9 foreclosure. If TFE genuinely holds close to $84 million in valid secured debt, it can credit bid that amount instead of showing up with $84 million in cash. If a large share of that debt turns out to be unsecured, TFE's advantage shrinks considerably. Judge Linda Lopez has already made clear that the secured amount has to be established before anyone can determine the real limits of a credit bid.

How we got here

Back in June, the defendants told the court there were 54 promissory notes worth more than $78 million in principal, and that every one of them referenced a security agreement. Sharif's team produced notes that told a different story. When Judge Lopez reviewed five sample notes, two appeared secured and three explicitly said they were unsecured, with no reference to the security agreement at all. That discrepancy was enough for her to order both sides to go through every note and determine how much of the debt is genuinely secured.

Dawson and TFE's response — Document 153 — runs 58 exhibits and more than 700 pages. Buried in it is what might be the most important fact in this entire dispute.

The December 2025 problem

According to Sharif's filing, Dawson and TFE's own paperwork admits that the historical notes were originally written as unsecured, and that the versions now being presented as the "Secured Notes" — along with the 2022 Security Agreement backing them — were actually executed by Intrepid on December 15, 2025.

That date is the whole ballgame. Some of these loans date back years, and the original notes Sharif is pointing to didn't just leave the security question vague — they specifically described the debt as "unsecured and subordinated." His lawyers even found signed notes from October, November, and December of 2024 that still used that unsecured language, months after Dawson had already filed a UCC-1 against Intrepid in May 2024. In other words, filing that UCC-1 didn't automatically mean every subsequent loan was documented as secured. Based on what Sharif's filing cites, Intrepid kept signing notes later in 2024 that said the opposite.

Then came December 15, 2025, when — by Dawson and TFE's own account — Intrepid signed secured versions of these older notes. One example makes the issue easy to see: there's a "secured" version of a note dated November 23, 2020, that references a 2022 security agreement and a 2024 UCC filing. A document created in 2020 obviously can't reference events that hadn't happened yet. Dawson and TFE now acknowledge that this secured version was executed later, in December 2025. That doesn't necessarily make it invalid, but it does confirm it's a replacement document, not the paperwork that existed when the original loan was made.

An oral agreement with no witness

That timeline raises a harder legal question: did Intrepid validly agree to take years of historical unsecured debt and place essentially the entire company's assets behind it? Dawson and TFE say the December signing happened pursuant to an oral agreement between Dawson and Intrepid. Sharif's team disputes that on two fronts. First, they argue no such agreement was ever knowingly approved. Second, they point to language inside the security agreements stating that the written documents represent the final agreement and that no unwritten side agreements exist.

Sharif's filing also notes that Document 153 doesn't appear to include a declaration from Dawson, another director, or any witness testifying that this oral agreement actually took place. There's no clean note-by-note trail connecting old instruments to their replacements either — no surrendered originals, no marked cancellations, no novation schedule, no native document history.

The math doesn't obviously add up to $84 million

There's a separate issue with the dollar figure itself. The May 2024 security agreement Dawson relies on doesn't list $84 million in obligations — the schedule attached to it identifies about $45.163 million through May 1, 2024, according to Sharif's filing. The agreement can reach later obligations, but only if those obligations are identified in a document the borrower actually executes as being secured under that agreement. Since some of the later notes Sharif produced explicitly say they're unsecured, that's a big part of why a broad UCC filing alone doesn't explain how Dawson's side gets from roughly $45 million in 2024 to more than $84 million in claimed secured debt now.

The paper trail — and its limits

The UCC filings themselves are real and matter. On May 13, 2024, Dawson filed a UCC-1 naming Intrepid as the debtor and himself as the secured party, with a collateral description broad enough to cover essentially all of Intrepid's assets, including its intellectual property. On January 7, 2026, a UCC-3 amendment shifted the secured party from Dawson to TFE Games Holdings. That establishes a public paper trail from Dawson to TFE — what it doesn't establish is which specific debts were actually attached to a valid security interest.

Sharif's lawyers raise another wrinkle: the UCC-1 names Dawson personally, while the debt in question involves obligations tied to Dawson and several different entities. That raises questions about who owned each obligation, which agreement secured it, and how those rights were later assigned.

Then there's the June 2024 Master Settlement Agreement, which remains under seal. According to Sharif's filing, that agreement converted certain preexisting notes into equity, cancelled those instruments, required certain security interests to be terminated, and required UCC termination filings. Sharif's team argues that later amendments reinstated the "original Notes" without clearly recreating the security interests behind them — language that matters a great deal if those original notes were unsecured to begin with. No public UCC termination filing has surfaced between the May 2024 UCC-1 and the January 2026 amendment naming TFE, though that absence doesn't resolve the MSA question either way.

A chairman on both sides of the table

Perhaps the most consequential piece of this filing is the corporate governance argument. Dawson wasn't an outside lender making a routine loan to Intrepid — according to Sharif's filing, he was chairman of the board, the lender, the counterparty to the transaction, and the person who stood to benefit financially from an all-assets lien. Sharif's lawyers say there was no agenda item, no board vote, no written consent, no conflict disclosure, no recusal, and no approval from a disinterested director or shareholder before converting years of historical debt into a claim secured by nearly the entire company. They specifically invoke California's rules governing interested-director transactions, arguing the fairness of the whole arrangement now has to be examined.

Dawson and TFE point to roughly $2.976 million in additional funding around this period as justification. Sharif's team questions how that comparatively modest sum could justify securing more than $84 million in historical debt. The court has not ruled on that argument.

What hasn't been decided

None of this means the case has been resolved. Sharif hasn't proven the $84 million figure is fabricated, and he hasn't proven that none of it is secured. Dawson and TFE have real documentation behind their position, including security agreements and UCC filings. What's now in question is whether those documents actually support the full amount being claimed — and the court is clearly no longer taking that number at face value.

Why an independent reviewer changes everything

Judge Lopez has ordered a qualified independent person to review the promissory notes, amendments, agreements, and filings and determine how much secured debt Intrepid actually owes. That same person will also oversee any future foreclosure sale and report back to the court on whether it was conducted properly.

That's a far bigger development than simply having someone audit a stack of paperwork. Whatever figure emerges from that review will likely set the ceiling on TFE's credit bid. If the review supports something close to the full $84 million, TFE enters a second foreclosure with an overwhelming advantage. If a substantial portion of the debt turns out to be unsecured, converted, improperly revived, or otherwise outside a valid security interest, that number could fall significantly — reshaping who is realistically in a position to compete for Ashes of Creation.

The central question in this case was never really how much Dawson says he loaned Intrepid. It's how much of that money is legally secured against the company's assets. For the first time, there's a court-ordered, independent process built to answer exactly that — and the number it produces may end up deciding who controls Ashes of Creation.