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Shape Robotics Launches Bridge Financing at fundshape.phase.education - EUR 15M IRIS Facility Ready But Blocked by Unlawful Nasdaq Suspension - CEO Personally Guarantees Every Euro

Shape Robotics
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Company Fights Back: Formal Objection Proves Nasdaq's Rule 4.2.1 Contains No Legal Basis for Suspension - 29-Page Filing with 15 Exhibits - Demands Response by 25 March 2026

SHAPE ROBOTICS A/S - COMPANY ANNOUNCEMENT

Company Announcement No. 07-26

Copenhagen, March 24, 2026

Shape Robotics Launches Bridge Financing at fundshape.phase.education - EUR 15M IRIS Facility Ready But Blocked by Unlawful Nasdaq Suspension - CEO Personally Guarantees Every Euro

Company Fights Back: Formal Objection Proves Nasdaq's Rule 4.2.1 Contains No Legal Basis for Suspension - 29-Page Filing with 15 Exhibits - Demands Response by 25 March 2026

Former Trustee Destroyed Everything the Company Now Needs to Comply - EUR 100M+ in Documented Damages - Criminal Complaints Filed in Denmark and Romania

 

Shape Robotics A/S ("Shape Robotics" or the "Company"), CVR 38322656, ISIN DK0061273125, Nasdaq Copenhagen: SHAPE, hereby discloses the following material developments.

 

I. NASDAQ'S RULE 4.2.1 DOES NOT SAY WHAT NASDAQ CLAIMS IT SAYS

On 23 March 2026, Nasdaq Copenhagen (Head of Surveillance, Jakob Kaule) informed the Company in writing:

"As previous explained, this is in line with Nasdaq normal procedure in accordance with Nasdaq rules for issuers of share, item 4.2.1 - to suspend trading when one or more petitions for bankruptcy are filed. Hence the basis for upholding the suspension of trading still exists."

The Company has reviewed Rule 4.2.1 of the Nasdaq Rulebook for Issuers of Shares. The rule contains no reference to bankruptcy petitions. It does not mention the word "bankruptcy." It does not mention the word "petition." It does not authorize suspension on the basis of pending insolvency proceedings.

No supplement in any Nordic jurisdiction - Denmark, Sweden, Finland, or Iceland - provides for automatic suspension based on the filing of a bankruptcy petition.

On 24 March 2026, the Company filed a 29-page bilingual (English/Danish) formal objection with Nasdaq Copenhagen, with copy to:

·         Mr. Roland Chai, Executive Vice President and President of European Market Services, Nasdaq

·         Mr. Adam Kostyal, Head of European Listings, Nasdaq

·         Finanstilsynet (the Danish Financial Supervisory Authority)

The objection contains 15 exhibits and presents the following findings:

  1. Rule 4.2.1 contains no reference to bankruptcy petitions (Exhibit A - full text of the rule)
  2. No supplement in any Nordic jurisdiction provides for suspension based on bankruptcy petitions (Exhibit A - four-jurisdiction comparison)
  3. Section 78(1) of the Danish Capital Markets Act (Kapitalmarkedsloven) prohibits suspension that causes significant damage to investors (Exhibit C)
  4. MiFID II Article 52(1) imposes the identical prohibition at EU level (Exhibit B)
  5. Nasdaq's own ESMA notification classified this suspension as "Technical or Administrative" - not bankruptcy-related (Exhibit D)
  6. The alleged petitions have never been served on the Company - the Maritime and Commercial Court granted a five-month adjournment on 20 March 2026 precisely because proper legal service has not yet occurred (Exhibit I)
  7. The sole adjudicated bankruptcy was unanimously annulled by Østre Landsret on 5 March 2026, with three judges and zero dissent (Exhibit H)

The Company has demanded that by no later than 17:00 CET on 25 March 2026, Nasdaq Copenhagen shall either:

(a) Resume trading in Shape Robotics A/S shares (ISIN DK0061273125); or

(b) Provide a written response to each of the 12 questions posed in the formal objection.

Failing compliance, the Company will file a formal petition with Finanstilsynet under Section 78(1) of the Capital Markets Act, submit the full correspondence to ESMA, and publish the complete exchange as a company announcement.

 

II. THE COURT HEARING OF 20 MARCH 2026 - WHAT ACTUALLY HAPPENED

On 20 March 2026, the Maritime and Commercial Court (Sø- og Handelsretten) held a hearing on the renewed bankruptcy proceedings ordered by the Eastern High Court. The Company was not present and has not been summoned. The Company's CEO has not been served with any documents in these proceedings.

The Court granted a five-month adjournment, acknowledging that proper legal service of process has not taken place. The adjournment runs from 20 March 2026.

What this means in practice: there are currently no active, adjudicated bankruptcy proceedings against Shape Robotics A/S. The only bankruptcy decree ever issued (6 January 2026) was unanimously annulled on 5 March 2026. The renewed proceedings have been adjourned before any service has occurred. No bankruptcy petition has been lawfully served on the Company or its management.

Nasdaq's stated justification for the continued suspension - "one or more petitions for bankruptcy are filed" - refers to petitions that have never been served, in proceedings that have been adjourned for five months, concerning a bankruptcy that was already annulled by the highest court to review it.

The Company asks Nasdaq, its shareholders, and the public: on what legal basis are 4,800+ retail investors denied access to their own investment?

 

III. ERHVERVSSTYRELSEN - THE COMPANY CANNOT COMPLY WITHOUT ITS OWN PROPERTY

On 24 March 2026, the Danish Business Authority (Erhvervsstyrelsen) responded to the Company's petition of 20 March 2026 requesting protection against compulsory dissolution. Erhvervsstyrelsen's response:

·         Acknowledged the High Court's annulment of the bankruptcy

·         Acknowledged the reinstatement of the CEO and board member on 10 March 2026

·         Confirmed that letters were sent to the company via Digital Post on 11 and 12 March 2026

·         Set a deadline of 27 March 2026 for registered office documentation

·         Set a deadline of 9 April 2026 for management and auditor registration

Erhvervsstyrelsen did not address any of the three requests in the Company's petition: (1) protection against dissolution during pending court proceedings, (2) a 90-day compliance period from actual receipt of company property, (3) written confirmation of the granted deadline.

The Company responded on 24 March 2026, explaining:

1. The Company cannot access Digital Post. All NemID/MitID credentials were taken by the former trustee on 6 January 2026 and have not been returned. The CEO is a Romanian citizen with no Danish CPR number. He cannot access any Danish digital system. The letters Erhvervsstyrelsen sent on 11 and 12 March 2026 were never received by the Company's management. This is the same principle that Østre Landsret applied on 5 March 2026 when it annulled the bankruptcy: communications sent to addresses the management cannot access have not been lawfully delivered.

2. Every company document is in the possession of the former trustee. This includes: the shareholder register, all financial records, all bank credentials, all contracts (including the EUR 32 million Bechtle framework agreement), all IT systems, and DKK 3,722,813.18 in company funds deposited into an unauthorized Nordea escrow account six days after the trustee's mandate ended - without the Company's knowledge or consent.

3. The legal requirements are correct but currently impossible to fulfil. To register a Chairman, the Company must hold an Extraordinary General Meeting (EGM). An EGM requires the shareholder register and funds - both held by the former trustee. To register an auditor, the Company needs financial records and funds to pay the auditor - both held by the former trustee.

The critical question: The former trustee Teis Gullitz-Wormslev of Kromann Reumert was aware of the Erhvervsstyrelsen deadlines. He raised this issue in the court hearing of 20 March 2026 - a hearing the Company was not present at and had no knowledge of. The Company only learned about the Erhvervsstyrelsen dissolution risk after the court hearing, from press reports and shareholders who attended.

This means the former trustee had information from Erhvervsstyrelsen about the dissolution timeline - information the Company did not have because it cannot access Digital Post. The former trustee used this information in court against the Company while simultaneously refusing to return the very documents the Company needs to comply with Erhvervsstyrelsen's requirements.

The Company asks Erhvervsstyrelsen: if the former trustee holds all company property, has been ordered by the High Court to return it, and refuses - who should be dissolved? The company that is fighting to comply, or the system that allows the obstruction?

On the 27 March 2026 deadline - and why the Company is not concerned:

The Company wishes to address this deadline directly, because much confusion has been created around it.

Erhvervsstyrelsen has stated that if the registered office documentation is not received by 27 March 2026, the Authority "may request the bankruptcy court to dissolve the company cf. section 225 of the Danish Companies Act."

Let us explain what this means in practice.

A request for compulsory dissolution under §225 is filed with Skifteretten - the Maritime and Commercial Court. This is the same court that, on 20 March 2026, granted the Company a five-month adjournment for the renewed bankruptcy proceedings. All insolvency and dissolution matters concerning Shape Robotics A/S are handled by the same court, under the same case administration.

Under Danish procedural law, multiple petitions and proceedings against the same debtor do not create separate, parallel cases that can be fast-tracked independently. They are administered within the same judicial framework. A dissolution request from Erhvervsstyrelsen does not bypass, override, or accelerate the five-month adjournment already granted by the court. The court has already determined that proper legal service has not occurred and that five months are needed. A new request from Erhvervsstyrelsen would enter the same procedural queue, before the same court, subject to the same procedural requirements - including the right to proper service, the right to prepare a defense, and the right to be heard in a language the CEO understands (EU Regulation 2020/1784).

To be direct: even if Erhvervsstyrelsen files a dissolution request on 28 March 2026, the Company has five months of court-granted time to organize its defense, recover its property, hold the EGM, and bring itself into compliance. No administrative action can override a court ruling. The hierarchy is clear: court decisions take precedence over administrative deadlines.

The Company also notes that the former trustee Teis Gullitz-Wormslev raised the Erhvervsstyrelsen dissolution issue during the court hearing of 20 March 2026 - a hearing the Company was not present at and had no knowledge of. This means the former trustee was aware of these administrative deadlines while simultaneously withholding the documents and funds the Company needs to meet them. He used information the Company did not have - because it cannot access Digital Post - as an argument against the Company in court.

The Company has five months. The Company will use them.

Nasdaq's claim that "several petitions for bankruptcy" justify continued suspension is equally hollow. Under Danish bankruptcy law (Konkursloven), multiple creditor petitions against the same debtor are administered within the same proceedings at the same court. There are no separate, parallel bankruptcy cases running simultaneously against Shape Robotics. There is one set of proceedings, at Skifteretten, which has been adjourned for five months. Whether there are two petitions or twenty, they all enter the same case, before the same judge, and none of them can be heard before proper service of process has occurred. The court has ruled this has not happened.

Nasdaq is suspending trading based on the existence of petitions that:

·         Have never been served on the Company

·         Are part of proceedings that have been adjourned for five months

·         Relate to a bankruptcy that was unanimously annulled by the High Court

·         Are cited under a rule (4.2.1) that contains no reference to bankruptcy petitions

The Company has five months of court-protected time. The IRIS facility is ready. The EGM is being prepared. The only thing standing between 4,800 retail investors and their investment is a trading suspension that the Company has proven - with 15 exhibits - has no legal basis.

 

IV. DIRECT QUESTIONS TO THE FORMER TRUSTEE - TEIS GULLITZ-WORMSLEV OF KROMANN REUMERT

The Company addresses the following questions directly to Advokat Teis Gullitz-Wormslev (Kromann Reumert Advokatpartnerselskab) and requests that the market, the regulators, and 4,800+ creditors consider them carefully.

On the registered office:

Before the bankruptcy decree of 6 January 2026, Shape Robotics A/S had a registered office. The Company was operational. The registration was in order. Today, Erhvervsstyrelsen demands that the Company prove it has a registered office - by 27 March 2026, three days from now.

The Company does not understand how or why it no longer has a registered office. Before the trustee took control, there was no issue. What happened during the 59-day trusteeship? Did the former trustee terminate the lease? Did he cancel the registration? Did he relocate the company without informing the CEO? The Company does not know, because the former trustee has not returned a single document, and the Company cannot access Digital Post where any correspondence would have been sent.

The Company demands that the former trustee explain publicly what actions he took regarding the registered office of Shape Robotics A/S during his trusteeship, and why the Company now faces dissolution over an address it had before he arrived.

On the cancellation of the Extraordinary General Meeting:

On 22 January 2026, an Extraordinary General Meeting (EGM) was scheduled. The purpose of that EGM was twofold:

  1. To approve the IRIS Capital equity line facility - EUR 15,000,000 in available capital
  2. To elect new members of the board of directors, bringing the Company into full compliance with the Danish Companies Act

The former trustee cancelled this EGM. He made no Nasdaq market disclosure about the cancellation. He provided no explanation to the 4,800+ shareholders. He made zero company announcements during his entire 59-day trusteeship - the only trustee in the history of Nasdaq Nordic to manage a publicly listed company in complete silence.

At the time he cancelled the EGM, the former trustee knew that the Company had filed an appeal against the bankruptcy decree with Østre Landsret. He knew the bankruptcy was not final. He knew there was a reasonable possibility that the decree would be annulled - as it was, unanimously, on 5 March 2026.

Despite this knowledge, he cancelled the one meeting that would have:

·         Given the Company EUR 15 million in financing

·         Elected a proper board of directors

·         Appointed an auditor

·         Brought the Company into full compliance with Selskabsloven §225

·         Resolved every single deficiency that Erhvervsstyrelsen now uses as grounds for dissolution

The Company asks the former trustee to explain to the market and to the 4,800 creditors: why did you cancel the EGM? Why did you prevent the Company from receiving EUR 15 million in financing when you knew there was a pending appeal? Why did you make zero market disclosures about this decision? And why should the Company now bear the cost of rebuilding everything you destroyed?

On the financial destruction:

The consequences of the former trustee's actions are documented and quantified:

·         EUR 15,000,000 - IRIS Capital equity facility blocked (EGM cancelled)

·         EUR 40,000,000 - Bechtle framework agreement destroyed (Sanako Oy bankruptcy)

·         EUR 24,000,000 - Romanian government education grant lost (trustee failed to file paperwork)

·         EUR 9,000,000 - Sanako Oy pushed into bankruptcy in Finland (trustee's colleague appointed as Finnish trustee)

·         DKK 199,000,000+ - All subsidiary book values written to zero in Creditor Information No. 2 (26 January 2026)

·         DKK 3,722,813.18 - Company funds deposited into unauthorized escrow six days after mandate ended

The total documented destruction exceeds EUR 100,000,000. The Company's claim against Kromann Reumert's professional liability insurance has been initiated.

 

V. THE COST OF RECONSTRUCTION FALLS ON THE VICTIMS - NOT THE PERPETRATOR

The Company wishes to state plainly what is happening.

Before the unlawful bankruptcy, Shape Robotics A/S had a registered office. It had a board of directors being elected. It had an EGM scheduled. It had EUR 15 million in committed financing. It had an auditor engagement in progress. It had DKK 3,722,813.18 in its accounts. Everything was paid for. Everything was in motion.

The former trustee took control on 6 January 2026. In 59 days, he cancelled the EGM, terminated relationships, made zero market disclosures, valued all subsidiaries at zero, caused the Finnish subsidiary to go bankrupt, failed to protect the Romanian subsidiary's EUR 24 million grant, and deposited the Company's remaining funds into an unauthorized escrow account after his own mandate was annulled.

Now the Company must rebuild everything - the registered office, the board, the auditor, the EGM, the shareholder register access - from zero. With zero funds. With zero documents. While the former trustee sits on DKK 3,722,813.18 of the Company's own money.

The Company has launched a bridge financing initiative at fundshape.phase.education - a secured loan facility where the Company's shareholders and supporters can provide bridge funding to cover the immediate costs of reconstruction. The loans carry 12% annual interest, are personally guaranteed by the CEO, and are collateralized by 960 physical Fable GO 2.5 educational robots and DKK 3,722,813.18 in court-confirmed escrowed funds.

This is not a fundraise by choice. It is a fundraise by necessity. The Company's own money exists - it is being withheld. The Company's EUR 15 million in committed financing exists - it is blocked by a trading suspension the Company contends is unlawful. The bridge is needed for weeks, not months. The moment the Company recovers its property and Nasdaq resumes trading, every bridge lender will be repaid with interest.

The Company asks its shareholders: the establishment has taken everything from this company - its money, its documents, its subsidiaries, its trading status, its board, its auditor, its registered office. The courts have ruled twice in our favor. The law is on our side. The only thing they have not taken is our will to fight.

Support the bridge. Hold the line.

fundshape.phase.education

 

VI. STATUS OF COMPANY PROPERTY AND CRIMINAL PROCEEDINGS

As of 24 March 2026, nineteen days after the High Court unanimously annulled the bankruptcy:

·         Zero documents have been returned by the former trustee

·         Zero funds have been released

·         DKK 3,722,813.18 remains in an unauthorized Nordea escrow (Reg. 2191, Acc. 9046 428 843)

·         Criminal complaint remains active with Copenhagen Police (case 0100-83986-10362-26, filed 15 March 2026)

·         Formal demand letter was sent to all partners of Kromann Reumert on 17 March 2026 - no response received

·         Bailiff court proceedings have been initiated for forced recovery of company property

·         Criminal complaint filed in Romania on 23 March 2026 against the former trustee for gross negligence in the administration of Shape Robotics Romania SRL, including the loss of a EUR 24 million government education grant

 

VII. IRIS CAPITAL - THE FINANCING IS READY, BLOCKED BY THE SUSPENSION

The Company reiterates that the Letter of Intent with IRIS SARL (Company Announcement 03-26, 12 March 2026) for an equity line facility of up to 15,000,000 shares remains in effect. IRIS reconfirmed its commitment immediately after the High Court annulment.

The IRIS facility cannot activate until Nasdaq resumes trading. Nasdaq will not resume trading, citing a rule (4.2.1) that does not contain the legal basis Nasdaq claims it contains. The Company's analysis of Rule 4.2.1 has been submitted to Nasdaq with 15 exhibits.

EUR 15,000,000 in committed financing stands ready. It is blocked by a trading suspension that the Company contends has no legal basis.

 

VIII. FORWARD-LOOKING STATEMENTS AND CONTACT

The Company is preparing EGM documentation for publication. Board candidates have been identified, with a focus on legal specialists given the current circumstances. The Company continues to operate through its subsidiary network and is commercially active.

The Company maintains full cooperation with all regulatory authorities and the courts. All claims in this announcement are based on documentary evidence in the Company's possession.

Contact:

Mark-Robert Abraham, CEO

mark@shaperobotics.com | +40 749 288 688

CVR 38322656 | ISIN DK0061273125 | Nasdaq Copenhagen: SHAPE

Attachments:

·         Formal Objection to Nasdaq Copenhagen (29 pages, 15 Exhibits) - filed 24 March 2026

·         Company's response to Erhvervsstyrelsen - filed 24 March 2026

·         Full Erhvervsstyrelsen correspondence (Sagsnummer #137067)

·         Nasdaq Correspondence Registry (December 2025 - March 2026)

 

Daily Updates & Full Documentation

The Company publishes daily updates, legal filings, court documents, and full evidence at:

substack.wildceo.live

Daily Updates & Full Documentation: substack.wildceo.live

All 4,800+ shareholders and creditors are encouraged to subscribe for real-time updates as the case unfolds.

 

Shape Robotics A/S is a Danish educational technology company listed on Nasdaq Copenhagen (ticker: SHAPE, ISIN: DK0061273125). The Company develops AI-powered educational robotics products used in schools across more than 40 countries. The Company reported DKK 325.5 million in revenue and DKK 50.8 million in record EBITDA for the financial period ending August 2025.

This announcement contains information that Shape Robotics A/S is obliged to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication through the Company's news distributor at [time] CET on 24 March 2026.

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