Previous episodes: Day 79 — They Call Me a Flat Earther · Day 78 — Removing Teis From Romania · Day 77 — The Appeal That Cannot Lose
Nasdaq Copenhagen · SHAPE · CVR DK38322656 · ISIN DK0061273125
I am tired of reading on Nordnet that Shape Robotics failed because the company ran out of money. It is not true. Here is the proof.
The 42 Million That Never Landed
Today I disclose a document I have not shared until now. On 21 August 2025, Durham Capital Corporation of New York issued Shape Robotics A/S a financing proposal for a 42,000,000 senior secured credit facility — three-year term, 12% interest, first lien on all assets, guarantees by Shape. The proposal was signed and accepted on 31 August 2025. A non-refundable 210,000 application fee was paid. President signing for Durham: Sylvester F. Miniter.
The deal was real. Use of proceeds: refinance existing debt, create working capital for general corporate needs — exactly what a healthy, growing business-to-government company needs to fund large Polish school deployments and R&D.
In August 2025, Shape Robotics was not in trouble. We were closing a 42M facility with a serious New York counterparty. One condition precedent killed it. Durham’s lenders, on initial due diligence, identified a single overriding red flag: the publicly visible Carnegie/Topholm pump-and-dump pattern that the DFSA later formally confirmed. They could not lend into a name with that legal cloud. They told us, in plain terms: come clean on the market abuse first, or no deal.
We came clean. That is what I did, as CEO, in the months that followed — exactly because it was the condition precedent for serious financing. The disclosure was not naive, it was strategic. Without it, the 42M was impossible.
Within weeks of disclosure, the press attack started: 16 articles in finance press in one month, ~90% lies or distortions, on me personally. The lungs of the company were closed.
The puzzle of Shape Robotics is no longer mysterious. The only question left is the one I will repeat until somebody answers it: Why did Lars Topholm — the most senior research analyst in Danish investment banking — do what he did? Answer that question and the entire case unlocks.
The Durham Capital Term Sheet — Key Terms
Counterparty: Durham Capital Corporation (with third-party lenders and/or assigns)
Borrower: Shape Robotics A/S — Lyskaer 3C, 4th Floor, Herlev 2730
Date of proposal: 21 August 2025
Date signed and accepted: 31 August 2025
Facility size: 42,000,000 — senior secured credit facility
Term: 3 years
Interest rate: 12% — interest only
Origination fee: 3% · Unused line fee: 0.50%
Collateral: first lien on all assets · Guaranteed by Shape
Prepayment penalty: Year 1: 2% · Year 2: 1% · None thereafter
Covenants: total funded debt not to exceed 70% of eligible A/R, 50% of inventory at cost, 75% NOLV of M&E and real estate
Inspection: valuation report and review of books and records required
Application fee paid (non-refundable): 210,000 — credited against Origination Fee on initial closing
Use of proceeds: refinance debt; working capital for general corporate needs
Signed for Durham: Sylvester F. Miniter, President
I will let those numbers sit on the screen for a moment. PROOF.
This is not the financing proposal a New York lender sends to a company that has run out of money. This is the proposal a New York lender sends to a going concern with significant receivables, inventory, machinery and real estate, intending a three-year asset-based facility with a first-lien structure. The very fact that Durham went through the work of writing this term sheet, and that we paid the 210,000 application fee, means the company was, at that moment, financeable at a 42M scale.
This is the document the Nordnet narrative has not had access to. Today it does.
The Condition Precedent — Why the Deal Did Not Close
Now to the difficult part of the story. Why didn’t the 42M land? It did not land because, between late August and mid-September 2025, Durham’s lenders ran their legal due diligence and identified an overriding red flag: the publicly visible pattern of the Carnegie/Topholm pump-and-dump cycle on the Shape Robotics share register. The price action was visible on Nasdaq Copenhagen. The pattern was visible to anyone in capital markets who looked carefully. The lenders looked carefully.
What the lenders told me — and what other serious financiers had been telling me for months by then — was the following, in plain language: smart people in this business had seen Shape Robotics price action for over a year. They concluded long ago that the company was the victim of insider trading and market abuse. The default assumption in their community was that when this kind of pattern persists and the board does nothing about it, the board itself is part of it. They could not lend 42M into a name whose management was suspected of being co-opted, even by inference. The only way forward was for me, as CEO, to break the silence and disclose the pattern publicly.
That was the condition precedent. Come clean.
I want to be honest about how that felt as CEO. It was the hardest call I made at Shape. I knew that disclosing the pattern publicly would invite an asymmetric response from the very actors who had created the pattern. They had access to media. They had institutional protection. They had relationships across the Copenhagen financial ecosystem. I would be one Romanian founder against a system.
But the choice was: come clean and have a chance at the 42M and the future, or stay silent and watch the company die slowly without external financing. Growth companies in business-to-government education robotics cannot survive on bank debt alone. We had to raise capital from sources that could accept the listed-equity context. Those sources required clean books and clean reputation. The pump-and-dump pattern was a stain on both, regardless of whether we had caused it.
I chose to come clean. I told the board. The disclosure followed.
What Happened Next — The Lungs Closed
Within weeks of the disclosure, the response arrived. It was not subtle.
Finance press attack — ~16 articles in one month in Finans and JP/Hus (same group), of which in my reading ~90% were lies, distortions or framings about me personally.
Liquidity collapse — once the press cycle began, the share price collapsed further and the listed-equity channel for capital was effectively closed. The Durham facility could not close into a name that the Copenhagen press was actively burying.
Cancellation of inbound trust — prospective financiers who had been in conversation with us went silent or politely withdrew. We had bet on transparency rebuilding trust; instead, transparency triggered the system’s antibodies.
6 January 2026 — a bankruptcy petition was filed on a salary dispute that should have been resolved through Lønmodtagernes Garantifond. The bankruptcy was granted next day. Without service. The Eastern High Court annulled it unanimously on 5 March 2026.
17 April 2026 — forced dissolution on Section 225 of the Companies Act, despite the company having a valid board, address and audit. Teis appointed liquidator.
11 May 2026 — reconstruction rejected; bankruptcy granted the same morning. Teis appointed kurator. Third time in four months.
The company was choked to death by external factors, not killed by management failures. No matter how able or smart the management would have been, surviving this scenario without coming clean was impossible. And coming clean — which the rational economic calculus required — was the trigger that made the rest of the destruction possible.
This is why I tell the community: stop debating whether Shape was well-managed. That is the wrong question. The right question is the one the Carnegie criminal complaint test poses: given that the DFSA has formally confirmed the market abuse, why is the trustee not pursuing the recovery?
A Word About the Board
I want to say something about the board of Shape Robotics during this period, because I have read on Nordnet some unfair commentary directed at people who do not deserve it. No one on the board profited from the pump-and-dump. No board member was a participant in the scheme. Nobody in the management was part of that. Nobody in the board was part of that. The board has its own issue — its members were arguably negligent in not acting fast enough when the pattern became visible — but they did not profit, and negligence is not complicity. The difference matters.
I want to name one person directly, because I cannot in fairness leave him out of this account: Jeppe Frandsen. Jeppe served as chairman during a difficult chapter of this company’s history. I had only things to learn from him. He knows exactly the pressure that was building on me through the meetings with large financiers in 2025. He knows how upset he was about the market-abuse situation when it became clear. He is, in my honest experience of working with him, an outstanding person. I owe him a public acknowledgement of that, and I am giving it here.
This dispatch is not aimed at anyone inside the company we built. It is aimed at the actors who created the pump-and-dump and at the trustee who, today, refuses to pursue the recovery. Those are different categories. I will not let them be conflated, and I will not let Nordnet commentary continue to conflate them either.
The Only Question That Matters
Now we arrive at the question that I will keep restating until somebody in the Danish establishment is willing to answer it. Why did Lars Topholm — managing director and head of research at Carnegie, the most senior research analyst in Danish investment banking — do what he did? Answer that, and the puzzle of Shape Robotics is solved.
The trolls on Nordnet who keep shouting “poor management” need to understand: everything that they are debating downstream is a consequence of that one upstream act. The illiquidity, the failed capital raises, the bankruptcy filings, the unlawful trusteeship, the destruction of value — all of it traces back to a senior analyst with undisclosed positions issuing recommendations that distorted price formation in a small-cap name.
That is not me speculating. The DFSA has, in a formal decision of 7 April 2026, reprimanded Topholm under MAR Article 20(1) for the very pattern I am describing. The reprimand is the institutional acknowledgement that the pump-and-dump happened. The reprimand exists in writing. It can be looked up.
So the question is not whether the pump-and-dump occurred. It did. The question is why?
I have my hypothesis. I will not state it publicly today because hypothesis-stating, even when accurate, can become the next pretext for press attack. What I will say is this: in a small market like Denmark’s, where ~50% of IPOs run through one investment bank, the incentives at the top of that bank are not aligned with the welfare of retail shareholders in small-cap listings. The fact that the senior figure in research can move a small-cap name through commentary — and that the consequences of doing so are a wrist-slap reprimand a year later — is a structural feature of the market, not an accident.
We are fighting that structure. That is what this Substack is about. That is the David-and-Goliath shape of the case.
Scoreboard — Where We Stand on Day 80
First appeal K 3337/25-F — WON (3 judges, 0 dissent)
DFSA Topholm complaint 25-026420 — WON (Carnegie reprimanded)
DFSA MAR confirmations (24/27 April) — DOCUMENTED IN WRITING
Subsidiary court orders on promissory notes — OBTAINED
Reconstruction appeal R 14/26-G — FILED 25 MAY
Durham 42M term sheet (21 Aug 2025) — PUBLIC TODAY — proof Shape was financeable
Carnegie criminal complaint (trustee’s statutory duty) — STILL NOT FILED — the supreme proof of conflict
Our own Carnegie/Topholm complaint — 95% READY to be formalised
Motion to replace Teis as curator (Romanian lever) — IN PREPARATION
Suspensive effect request §395 — PENDING (proceed assuming NOT granted)
Appeal on Teis as liquidator B-281-26 — AWAITING RULING
Shape Romania reconstruction — OPEN — preliminary plan this week
What’s Next
28 May 2026 (today) — Durham term sheet disclosed for the first time.
Coming days — further inside-the-tent disclosures continue; context the public did not have.
This week — preliminary Romanian reconstruction plan filed.
Coming days — motion to replace Teis as curator (Romanian lever).
Awaiting — Eastern High Court ruling on B-281-26.
Tomorrow — daily live session. Bring questions on Durham, the disclosure, the board.
Why I Am Sharing This Today
I want to explain why I am opening up the inside-the-tent record now, and not earlier. For 79 days, I have given you the legal and procedural story: the appeals, the regulators, the trustee, the Romanian lever. That story is true and important, but on its own it leaves a gap. Some readers conclude that Shape Robotics simply failed as a business, and that the rest is procedural noise. I have read enough Nordnet to know that this framing has gained traction.
The Durham term sheet ends that framing. A failing business does not get a 42M senior secured credit facility offer from a serious New York lender, signed and accepted, with a 210,000 non-refundable fee paid. That happened in August 2025. The business was working. What failed was not the business. What failed was the company’s ability to survive a coordinated capital-markets attack while a senior figure at the country’s largest investment bank had undisclosed positions in its stock.
I will continue, in the coming episodes, to disclose more from inside the tent — strictly within the bounds of legal obligation and ongoing proceedings. The objective is to give shareholders the information that prior management did not give them, and that the trustee does not give them, and that the press does not give them. The objective is the standard of transparency I believe every listed company owes its retail base. The standard I will personally hold the next iteration of this company to.
Closing
In August 2025, the company was not at all in a situation that required some sort of intervention. We had agreed with a serious financier from New York on a 42 million credit facility. The deal was real. The condition precedent was to come clean on the pump-and-dump. I came clean. From the moment we came clean, we were fighting an uphill battle against the most senior analyst at the country’s biggest investment bank. The company was choked to death by external factors. No matter how able or smart the management would have been, it was impossible to get out of this situation without coming clean.
There is nothing to gain in throwing stones at me. Even if I were the flat earther, the facts stand. Answer one question and the puzzle is solved: why did Lars Topholm do what he did?
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 administration)
CVR 38322656 · ISIN DK0061273125 · Nasdaq Copenhagen: SHAPE (suspended)
Voluntari, Ilfov, Romania — 28 May 2026
Tomorrow: more from inside the tent. Bring your questions on Durham, on the disclosure, on the board, on the only question that matters.
#GameOver #ShapeRobotics #PhaseEducation #WildCEO #NasdaqCopenhagen
#DurhamCapital #42Million #PumpAndDump #Carnegie #Topholm #MarketAbuse #MAR #KromannReumert #TeisGullitzWormslev #4800Shareholders
