Previously on GAME OVER
Day 70 — The Expert Behind the Paywall · Day 69 — Romania Enters the Battlefield · Day 68 — Fruit of the Poisonous Tree.
Nasdaq Copenhagen: SHAPE · CVR DK38322656 · ISIN DK0061273125.
This Company Announcement is published pursuant to the Nasdaq Copenhagen Rulebook, Section 3.1. It concerns the reconstruction appeal in case R 1426-G before Østre Landsret, and the pending appeal in case B-281-26 on the appointment of the trustee. The full GAME OVER investigation — 77 episodes — is available at substack.wildceo.live.
Apologies for the silence. I travelled and the schedule slipped. I am back to daily dispatches. A great deal has moved. Let me bring you fully up to date.
What we filed today — Case R 1426-G
Today, 25 May 2026, we filed the appeal against the rejection of the reconstruction. Filed in good time, within the two-week appeal window under § 394(1) of the Administration of Justice Act. 60 numbered points. 14 exhibits. We are very confident in this appeal and in its power.
The core argument: the Probate Court applied the wrong legal test. To open a reconstruction under § 11 of the Bankruptcy Act, the court must only find it probable — i.e. not excludable — that a claim exists and that the debtor is insolvent. Instead, the court applied a trial’s standard of proof, as if the claim had to be finally adjudicated. That strict standard has no basis in the Bankruptcy Act.
We requested suspensive effect under § 39(5), so that the bankruptcy is suspended and no further disposition of the company’s assets is made until the High Court rules. The purpose of reconstruction is to preserve assets — if the bankruptcy continues, those assets may be realised or impaired to the point that reconstruction becomes illusory, regardless of how the High Court rules.
TL;DR — Day 77 at a glance
Case: R 1426-G (reconstruction).
Filed: 25 May 2026 — within the § 394(1) two-week window.
Length: 60 numbered points across 10 pages.
Exhibits: 14. Annexes: 1–14.
Principal claim: set aside the 11 May order and commence reconstruction for Shape Robotics A/S.
Alternative claim: remit the case to the Insolvency Court for reconsideration.
Procedural request: suspensive effect under § 39(5) — suspend the bankruptcy until the High Court rules.
Counsel: Thomas Weitemeyer, Moalem Weitemeyer (ref. 262370).
How it will be decided: the High Court rules on the written record only. No oral hearing. The 60 points must carry the entire argument on paper. They do.
The court demanded final proof of a 217-million-kroner claim at the precise stage where the statute asks only whether the claim probably exists.
The Core Argument — why the court applied the wrong test
What the law requires
Under§ 11(1) of the Bankruptcy Act, reconstruction proceedings must be opened if two conditions are met: (1) the debtor is insolvent and (2) the creditor has a claim against the debtor. That is the entire test.
The Bankruptcy Act does not require that the claim be undisputed, finally determined, recorded in the accounts, or proven to the standard you would need to win a judgment. The court must only ascertain whether it is probable — meaning it cannot be ruled out — that the claim exists.
What the court did instead
The Probate Court departed from this correct starting point. It subjected the claim to a substantive examination of the evidence, as if it were trying the claim on the merits — despite the fact that the evidence required for such a trial had not been, and need not be, adduced at the reconstruction stage.
PROOF. § 11 contains no upper limit on the size of a claim that may found a reconstruction petition. The size of the claim cannot, by itself, justify a stricter examination or be an independent ground for dismissal.
In other words: the court raised the bar far above what the statute sets, and then dismissed the petition for failing to clear a bar that should never have been there.
The Claim — Elena Pasat, technical claim-holder
Below is the documented basis of the claim on which the reconstruction rests. Elena Pasat is the technical holder — the creditor of record.
26 Aug 2021 — Share Purchase Agreement: Elena Pasat sells 100% of StoryKids by EP S.R.L. to Shape Robotics A/S. (Annex 1)
27 Aug 2021 — Consultancy Agreement. (Annex 2)
Feb 2022 — Addendum 2: 2% commission on all SRR revenue + 25% of enterprise value in shares from the StoryKids acquisition. (Annex 3)
7 Dec 2022 — Promissory Note 2022 (BRDE3AA 1081390), guaranteed by André Fehrn for Shape Robotics A/S. (Annex 4)
27 Oct 2025 — Power of Attorney: CEO Mark-Robert Abraham authorises André Fehrn to bind Shape Robotics A/S as guarantor on SRR promissory notes. (Annex 7)
27 Nov 2025 — Promissory Note 2025 (BACX3AA 6240945), replacing the 2022 note. (Annex 6)
14–16 Jan 2026 — Note falls due; payment rejected by Romania’s PIR (register no. 3952847) for RON 147,967,781 due to garnishment/seizure. (Annex 9)
19 Jan 2026 — Claim filed with the trustee. (Annex 10)
21 Jan 2026 — Trustee enters the claim as GB 33, a § 97 claim, in the debt register. (Annex 11)
26 Jan 2026 — Trustee’s Creditor Information 2 confirms claims based on Shape Robotics’ guarantee declarations. (Annex 12)
8 Mar 2026 — Reinstated management (Aurel Nein, Chairman; Mark-Robert Abraham, CEO) formally acknowledges the claim of DKK 217,088,880.58 as valid, certain and enforceable. (Annex 13)
The claim is registered at DKK 217,088,880.58 — GB 33, § 97. It is the single largest individual claim in the estate, and the court’s own trustee entered it without objection.
The trustee’s silence is itself an acknowledgement
Elena Pasat filed her claim on 19 January 2026 — three days after the payment was refused. The trustee Teis entered it under GB 33 as a § 97 claim without any objection. At no point during the bankruptcy did the trustee call the claim for verification.
Compare with the comparable Moby Industries S.R.L. claim — GB 31, also a § 97 claim, also based on an SRR promissory note, also endorsed by André Fehrn, filed 20 January 2026. Same structure. Same treatment.
PROOF. It is disputed that the trustee can now challenge the validity of a claim he never took a position on or moved to verify. The trustee’s inaction is itself an acknowledgement that the claim possesses the clarity and substance required to found reconstruction proceedings.
You cannot register a claim, leave it unchallenged for months, and then turn around and say it is too unclear to support a reconstruction. That is not how the law works. That is not how anything works.
On the promissory notes — why the signature objection fails
The Probate Court attached decisive weight to the fact that the promissory notes were guaranteed by André Fehrn, who the court noted did not have sole signing authority at the time. The appeal dismantles this on three levels.
A promissory note is a negotiable instrument. By its legal nature it corresponds to a bill of exchange — an independent instrument of debt that is itself sufficient evidence of the claim. The holder of a duly issued and endorsed note need not separately prove the underlying relationship.
A director’s signature binds the company. Where the undertaking falls within the director’s sphere of competence — and a CEO endorsing a guarantee for a wholly-owned subsidiary’s earn-out plainly does — the signature validly binds the company.
There was an express Power of Attorney (Annex 7). Before the 2025 note was endorsed, Shape Robotics A/S authorised André Fehrn to “sign, execute, endorse, deliver, and otherwise validly bind Shape Robotics A/S in its capacity as guarantor on any and all Promissory Notes issued by Shape Robotics Romania S.R.L. — expressly in connection with earn-out obligations including the STORYKIDS BY EP S.R.L. transaction.” The Power of Attorney also waives any defence based on lack of authorisation, exceeding of mandate, or internal procedural irregularity.
The signature objection was waived in writing, in advance, by the company itself.
The trustee did not record it — so what?
The court weighted the fact that, per the trustee, the claim does not appear in Shape Robotics’ accounts. The appeal answers this directly.
Any failure by a debtor to record an obligation in its accounts is solely a matter for the company’s management. It cannot prejudice the creditor.
A creditor’s rights do not lapse because the debtor failed to book the debt correctly.
Promissory notes are negotiable instruments — valid and enforceable regardless of whether they appear in the debtor’s books.
The 217M claim being absent from the accounts is, if anything, evidence of the prior management’s failures — not a defence the estate can now raise against the creditor.
Romania — the parallel front
While the Danish appeal proceeds on paper, the Romanian reconstruction proceeds in operational reality.
By Friday this week we file the preliminary business reconstruction plan for Shape Robotics Romania. It is a starting point, not yet comprehensive — but it establishes the framework.
I remain company director. Daily meetings with the reconstruction lawyer. We are consolidating the assets that can be carried into the reconstruction.
The Romanian trustee must establish the cause of insolvency within the first 40 days (30 in Denmark). The cause is documented and clear: the chaos of the 59-day unlawful Danish bankruptcy that left Shape Robotics Romania without management, without decision-making, without the ability to make payments — in total disarray.
Next: a clear finding from the Romanian trustee, combined with the court, to start immediate proceedings to claim the full loss of value of the company directly against the trustee Teis and Kromann Reumert. Complex, multi-month process. The direction is clear as day.
Scoreboard — where we stand on Day 77
First appeal (K 3337-25-F) — WON, 3 judges, 0 dissent, 5 March 2026.
DFSA Topholm complaint (25-026420) — WON, Carnegie reprimanded.
DFSA MAR confirmations (24–27 April) — documented in writing.
MAR Article 17 supervisory file (26-005434) — OPEN.
Criminal complaint vs Teis (0100-83986-10362-26) — well underway.
Bar Council case (2026-1127) — OPEN, response received 11 May.
Reconstruction appeal (R 1426-G) — FILED TODAY, 60 points, 14 exhibits.
Suspensive effect request (§ 39(5)) — awaiting; would suspend Teis and freeze asset disposal.
Appeal on Teis as liquidator (B-281-26) — awaiting ruling.
Shape Romania reconstruction — plan filed Friday.
Bailiff enforcement order on the “unclear” claim — expected before the High Court hearing.
Several secret actions — deliberately not public.
What’s next — timeline
Today, 25 May 2026: reconstruction appeal filed (R 1426-G), with suspensive-effect request.
By Friday 29 May: preliminary Romanian reconstruction plan filed.
Coming days: new developments — some of which will not be pre-announced, by strategy.
Awaiting: High Court ruling on B-281-26 (Teis as liquidator).
Before the R 1426-G hearing: bailiff enforcement order against Shape Robotics for the “unclear” claim.
Tomorrow: live session — I will take your questions on the appeal.
Why I am confident
This is a winning appeal. Not because I want it to be — because the structure of the law makes it so. The Probate Court applied a trial’s standard of proof to a procedure that requires only probability.
The High Court reads the law for a living. When it reads § 11 against the order of 11 May, it will see what we see: a court that demanded final proof of a 217-million-kroner claim at the precise stage where the statute asks only whether the claim probably exists.
And it does. It is registered. It is acknowledged. It was entered by the trustee himself, without objection, under § 97. It rests on promissory notes, a power of attorney, and a written acknowledgement by the reinstated board. By the time the High Court hears it, it will carry an enforcement order.
That is not insufficient clarity. That is a claim.
Reconstruction is a solution that could bring back value — and should bring back value — to the shareholders. There is no way this reconstruction will not be opened by the High Court.
Q.E.D.
Mark-Robert Abraham
Founder, Former CEO, Shareholder — Shape Robotics A/S (now Phase Education A/S)
Director — Shape Robotics Romania S.R.L. (in reconstruction)
CVR 38322656 · ISIN DK0061273125 · Nasdaq Copenhagen: SHAPE (suspended)
Voluntari, Ilfov, Romania · 25 May 2026
Tomorrow: a full live session to take your questions on the appeal. Bring them.
#GameOver #ShapeRobotics #PhaseEducation #WildCEO #NasdaqCopenhagen #Reconstruction #Section11 #R1426G #B28126 #PromissoryNote #KromannReumert #TeisGullitzWormslev #4800Shareholders
