Previous episodes: Day 53: The Independence Argument · Day 52: The Counterattack · Day 51: The Email That Confirms It · Day 50: Zero Practice · Day 35: This Is Not Negligence
Fifty-four days into a war I didn’t start. Twelve days until the court hearing on 11 May.
Today my white British Shorthair Puma walked into frame at the start of the livestream. Less wild than the lynx, but she was hungry. She got fed. The livestream went on.
Then I shared my screen and walked through the legal opinion of the Romanian attorney who structured the Pasat claim. The full opinion. On screen. Line by line.
After that, I told the story behind it — what most journalists never bother to ask. Why the promissory note exists. Why it was issued in 2022. Why a wholly normal commercial protection mechanism is being framed by a Danish liquidator and now a Danish newspaper as something exotic and suspicious.
It is not exotic. It is not suspicious. It is precisely what counsel told us to do, four years ago, when we realized what kind of company we had just sold our business to.
📜 What the legal opinion says
I shared it on screen during the livestream. The opinion seeks to answer one question: what is the legal nature of the payments owed to Mrs. Elena Pasat under the Story Kids acquisition, the Consultancy Agreement, and the Earn-out Addendum?
The answer is in the first paragraph of the opinion:
“Mrs. Pasat registered her claim in Shape DK bankruptcy procedure, with a total amount of DKK 222,000,000 (approximately RON 147,967,781), representing a certain, liquid and due claim, arising prior to the opening of the bankruptcy proceedings, based on Promissory Note No. BACX3AA 6240945 dated 24 November 2025, aval-guaranteed by Shape Robotics A/S.”
Three legal qualifications matter here. Certain — the existence of the obligation is undisputed in its basis. Liquid — the amount is determinable by application of contractual formula. Due — the obligation has matured by the time the claim is registered. All three are technical terms in Romanian and Danish creditor law. Together they form the standard for a claim that carries voting rights in a creditor mass.
The opinion was drafted on the basis of three documents I have referenced repeatedly in earlier episodes:
✓ The Share Purchase Agreement of 27 August 2021 — Mrs. Pasat sold all shares of Story Kids to Shape Robotics A/S. The consideration was a number of Shape A/S shares calibrated to a defined euro amount.
✓ The Consultancy Agreement of the same date — Mrs. Pasat was engaged to provide management consultancy services. As the company expanded, addenda increased her role and her compensation. She advanced through the company’s hierarchy on the basis of performance and expertise.
✓ The Earn-out Addendum — the addendum signed on 18 February 2022 introduced two specific protections: a penalty clause for termination without cause, and a commission of 2% of all revenue invoiced by Shape Robotics Romania, payable in cash or convertible into Shape A/S shares at DKK 10 per share.
Promissory notes — bilete la ordin — were issued by Shape Romania, aval-guaranteed by Shape A/S through then-CEO André Fehrn, specifically to secure the situation in which the company would, for whatever reason, fail to fulfil its obligations to Mrs. Pasat.
That sentence is the entire purpose of the instrument. For whatever reason, fail to fulfil its obligations. Including bankruptcy. Including liquidation. Including unjustified termination. Including changes of management imposed by external parties. The note is the mechanism that survives all of them.
⚡ How the note became liquid
I’ll explain this in plain English because the Børsen article fundamentally missed it.
A promissory note issued in 2022 in connection with an earn-out is not a frozen number. It is a security instrument with a defined formula. The contract specifies the underlying entitlement — in this case, 25% of revenue from projects executed by Shape Robotics Romania, with conversion-to-shares mechanics at DKK 10 per share, falling back to cash equivalent if shares are unavailable.
The amount becomes definitive when the contractual condition crystallizes.
🔑 The contractual condition was met by the bankruptcy of 6 January 2026.
When Shape Robotics A/S was placed under bankruptcy administration, the share component became unavailable — bankruptcy itself made the share conversion impossible. The contractual fallback engaged: cash equivalent of the 25% commission, calibrated to the audited revenue base from Shape Romania’s executed PNRR projects.
The audited revenue base is approximately EUR 100 million — the figure I confirmed live today on the stream. Twenty-five percent of that revenue, payable to Mrs. Pasat under the contracts of 2021 and 2022, is the source of the claim. The face value follows the math. The math follows the contract. The contract precedes the bankruptcy by four years.
This is what every commercial lawyer in Europe — Danish, Romanian, German, French — would tell you. A blank-amount note backed by a contractual formula is one of the most common security mechanisms in earn-out transactions. It exists precisely because the parties cannot know in advance how much will be owed if a worst-case event occurs.
The worst case occurred. The note crystallized at the formula’s output. Mrs. Pasat registered the claim in the bankruptcy administration on 7 January 2026, the day after the bankruptcy decree.
🇷🇴 The back-story — what we lived through, and why we wrote the note
I told this on the livestream and I’ll write it here, because no journalist has bothered to ask.
When Shape Robotics A/S acquired Story Kids in 2021, the chairman who signed the deal was Lars Neugrod. He represented the version of Shape Robotics A/S that we trusted — the management team that had courted us, that had presented the company as a publicly listed enterprise with stable institutional backbone, that had committed to the long-term integration of our business.
Then Fundamental Invest came in as a major shareholder. Lars Neugrod was removed. The CEO at the time was forced out. The CFO left. Both later returned, then left again. The board rotated.
🔍 Within months of selling Story Kids to a publicly listed company, we realized:
The “publicly listed company” we had sold to was not a stable institutional structure. It was a thin holding company whose management could be removed by an incoming shareholder at any moment. The “backbone” we had assumed was there did not exist.
Meanwhile, the contractual obligations we had committed to — building the EUR 100 million PNRR pipeline through Shape Romania over multiple years — were not retractable. We were locked in. The Romanian state, the Romanian schools, the Polish school districts that we were preparing to serve — they did not care who controlled Shape A/S. They cared whether the projects got delivered. We had to deliver.
So in early 2022 we asked counsel for a security instrument. Standard commercial practice. If we are going to spend the next several years executing a EUR 100 million project pipeline, on the basis of contracts we signed with one version of Shape A/S — and that version of Shape A/S can disappear overnight at the whim of an incoming shareholder — give us a contractual mechanism that protects our earn-out and commission rights regardless of who controls the parent.
That is the promissory note. That is what the note is for. That is why aval-guarantees by the parent exist in commercial law.
It is not a hidden device. It is not a related-party trick. It is what any reasonable seller of a private company to a publicly listed acquirer with a thin governance structure would request. We requested it. Counsel drafted it. André Fehrn — the CEO at the time, signing as the duly authorized officer of Shape Robotics A/S — issued the aval.
Four years later, the worst-case event materialized. The note did exactly what it was designed to do.
📊 What “blank amount” actually means in cambial law
A bilet la ordin issued without an amount filled in is not an unenforceable scrap of paper. Romanian cambial law (Legea 58/1934, transposing the Geneva Convention 1930) and Danish Vekselloven (LBK nr. 1226 af 6. november 2018, transposing the same Convention) both recognize this expressly.
The instrument exists from the moment it is signed. The amount becomes definitive when the contractual condition for completion is met. This is identical in structure to a blank cheque, a banker’s draft with deferred completion, or any number of standard commercial instruments used in Europe every day.
🔑 The avalist’s obligation is autonomous.
Under Vekselloven §30 in Denmark and Article 30 of Legea 58/1934 in Romania — both verbatim transpositions of the Geneva Uniform Law — “the avalist is bound in the same manner as the person for whom he has become guarantor.” Under Vekselloven §32 stk. 2 and Article 32 of the Romanian law: “the avalist’s obligation is valid even when the obligation he has guaranteed is void for any reason other than defect in form.”
The substantive commercial relationship underlying the issuance — the Story Kids acquisition, the Consultancy Agreement, the Earn-out Addendum — is not a cambial defense. The note’s validity is verified per facie. On the face of the instrument. The face of the instrument is intact.
The fact that the amount was not filled in on day one does not invalidate the instrument. It defines the instrument’s function. A security mechanism whose value crystallizes when the protected event occurs.
The protected event was the parent company’s collapse. That occurred on 6 January 2026. The note did its job.
🇩🇰 Why this is settled in Romania, not Denmark
Here is the conflict-of-laws point, one more time, because Børsen wrote four pages without addressing it.
Under Article 4 of the Geneva Convention of 7 June 1930 for the Settlement of Certain Conflicts of Laws in Connection with Bills of Exchange and Promissory Notes, to which both Denmark and Romania are parties: “the form of an undertaking entered into in respect of a bill of exchange... is regulated by the laws of the territory in which the undertaking is signed.”
Vekselloven §93-94 transposes this same conflict-of-laws principle into Danish law.
The Pasat note was issued in Romania. By a Romanian company (Shape Robotics SRL). On a Romanian bank instrument (BRD – Groupe Société Générale or equivalent). To a Romanian beneficiary (Mrs. Pasat). Under Romanian commercial law contracts (the Share Purchase Agreement of 2021 and the Earn-out Addendum of 2022, both governed by Romanian law).
Romanian cambial law governs its substance. Period.
Any Danish corporate-law argument that André Fehrn allegedly lacked solo signing authority is, even if it had merit, a defense that would have had to be raised — by anyone who wished to raise it — in Romanian courts within the cambial limitation periods. Six months for the recourse cambial action under Article 19 of Legea 58/1934. Fifteen days from notification for the opposition to enforcement under Article 62. Both expired.
The Fogedretten kendelse of 27 April 2026 (FS M4-2715/2026) confirmed exactly this distinction by rejecting enforcement on Danish procedural grounds — the absence of formal recognition under Brussels I bis Regulation (EU) 1215/2012 Article 39+ — not on the cambial substance. The instrument is intact. Its substance lives in Romanian law.
💔 The moral knockout — what the liquidator is actually doing right now
Let me end with the part that hurts the most. I told it on the livestream and I’ll write it here too, because it matters more than the legal analysis.
We sold tens of thousands of robots to Romanian schools. Sanako language platforms to Vietnamese schools. STEAM Labs to Polish schools. To Moldovan schools. To Ukrainian schools. Hundreds of school districts depend on our platform every day for science, mathematics, and language learning.
The platform requires service contracts to remain operational — small annual payments per school, two thousand or three thousand euros, that cover platform access, software updates, content licensing.
Shape Robotics has the money to pay these service obligations. The cash exists. The customers have already paid. Tens of thousands of students and teachers across Eastern Europe rely on this technology, every day, in their classrooms.
🔴 The likvidator — Teis Gullitz-Wormslev, partner at Kromann Reumert — is sitting on the money.
He has the authority. He has the cash. He has not been paying the service obligations. Schools are losing access to platforms my company sold them. Students cannot use robots my company shipped to their classrooms. Teachers are calling support lines that my team can no longer staff because the likvidator controls the budget and refuses to release operational funds.
This is not a legal abstraction. This is real damage to thousands of teachers and students who never asked to be part of a Danish corporate dispute. They bought our products. We delivered. The platform was working. Then a Danish trustee with a conflicted appointment decided to freeze the operational accounts, and now classrooms across Eastern Europe are dark.
I cannot walk down the street in my own city without being asked when the platform will work again. I cannot talk to my parents — both teachers — without explaining that the company we built to serve teachers is being held hostage by a partner at Denmark’s largest law firm who knows the harm he is causing and continues anyway.
This is why we are asking for a 99.99% haircut. Not because we want money. We want a path back. We want to pay the schools’ service contracts. We want the robots to work in the classrooms. We want the platform to be alive.
🎯 What the 99.99% haircut means, in plain language:
If reconstruction proceeds on 11 May, Mrs. Pasat’s claim — DKK 222 million on paper — is reduced to DKK 22,200. Twenty-two thousand two hundred crowns. That is what 99.99% off means. Mathematically, it is approximately the cost of a used car.
We accept this voluntarily. As a public commitment. Because the goal is not money. The goal is to keep the operational company alive so that the customers we serve — the schools, the teachers, the students — get what they paid for.
If reconstruction goes through and an independent reconstructor (Mazanti-Andersen’s Philip Borreschmidt) takes over, he examines every claim — including ours — under independent professional standards. If he confirms our claim is valid, fine. If he confirms parts of it are not, fine. If he says we get zero, fine. We accept independent assessment. We just want the schools served and the company alive.
What is the liquidator offering instead? Slow wind-down under his control. Asset sales to whoever bids. Service contracts that lapse one by one. Schools across Eastern Europe losing platforms that they paid for. A Danish bankruptcy estate distributing what little is left after his fees, his Helsinki colleague’s fees, and his firm’s fees in Copenhagen.
That is not a recovery for the 4,800 shareholders. That is not a recovery for the creditors. That is not a service to the customers who trusted Shape Robotics with their educational infrastructure. That is a wind-down that benefits the wind-down operators.
✊ Where the petition stands
Tomorrow, 1 May 2026, the petition is filed. Jørgen Andreas Berg leads as complainant. The supplementary complaint went to Finanstilsynet today with all annexes — Viktor’s two written confirmations, Teis’s letter of demand, the Sanako documentation.
The court hearing on 11 May 2026 at 09:30 at Sø- og Handelsretten is the structural decision. Bo coordinates in-person attendance. If you can be in Copenhagen that morning — be there.
➡️ Sign in the Wild CEO chat thread or the private Google Form. Both are open. Both feed into the petition annex.
🗓️ Deadline: Saturday 2 May 2026, 23:59 CET 🚀 Filing: Monday 4 May 2026, morning 🏛️ Court: Sunday 11 May 2026, 09:30
🔚 Closing
The note is not a mystery. It is a textbook security instrument that did exactly what it was designed to do. The legal opinion confirms it. The contracts confirm it. Cambial law in three jurisdictions — Romania, Denmark, the Geneva Convention — confirms it. The Fogedretten confirms it implicitly by ruling on procedural form rather than substance.
The only question on 11 May is whether the company we built — the platform thousands of teachers depend on — survives in the hands of an independent reconstructor, or is wound down under the control of a conflicted liquidator who freezes operational accounts while accusing former management of misconduct in letters that cite no documents.
The choice on 11 May is not Mark Abraham versus Teis Gullitz-Wormslev. The choice is operational company versus wind-down.
The schools voted with their procurement. The teachers voted with their classrooms. The 4,800 shareholders voted with their capital. We are asking the court on 11 May to honor those votes by giving an independent professional the chance to keep the operational company alive.
That is all I am asking.
Q.E.D.
Mark-Robert Abraham · Founder and former CEO, Shape Robotics A/S · 30 April 2026 · Day 54
Lead complainant on the shareholders’ petition: Jørgen Andreas Berg · joergen.andreas.berg@gmail.com
🤖 Wild CEO AI agent — trained on the full case archive — at wildceo.live.
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