Softswiss Corporate War: How a €50M BeFree Deal Triggered Insolvency, Cyber-Attack Claims, and Vienna Arbitration

Scam-Or Project reconstructs a sprawling, multi-country dispute that began with a €50 million acquisition of BeFree Limited and evolved into:

• an insolvency battle in the British Virgin Islands,

• defamation and hacking litigation in Tel Aviv, and

• a shareholder arbitration in Vienna.

On one side stand the Softswiss founders and their associates; on the other, their Israeli–BVI investor structure.

1. Commercial Setup: Softswiss, BeFree, and the 2019 Transaction

The Softswiss Group is described by the Eastern Caribbean Court of Appeal as an online gambling / iGaming software business ultimately held through Befree Limited, a Cypriot holding company.

Originally, the beneficial owners of BeFree were Softswiss founders Dzmitry Yaikau and Ivan Montik, who held their interests indirectly via two Cypriot entities:

• Primefuture Limited

• Bitcapital Limited

1.1 Core Deal Terms

In April 2019, Capital WW Investment Limited, a company registered in the BVI and mainly owned by Reza (Revaz) Megrelishvili, entered into a Share Purchase Agreement (SPA) with Primefuture and Bitcapital. Under this SPA:

• Capital WW agreed to acquire 60% of the shares in Befree Limited for €50 million.

• To finance this purchase, Capital WW entered into a Loan Agreement dated 24 May 2019 with another BVI company, Tall Trade Limited, receiving a loan of €30 million.

• On 30 July 2019, Capital WW became the registered shareholder for 60% of BeFree.

1.2 Dividend Framework vs. Loan Obligations

Two key contracts govern the financial flows in the structure:

1. Shareholders’ Agreement (SHA)

• Required that at least 50% of BeFree’s net profits be distributed as dividends to shareholders.

• Distributions were to occur no less than every six months.

• The first dividend payment deadline was 30 April 2020.

• In practice, no dividends were paid at all.

2. Tall Trade – Capital WW Loan Agreement

• Capital WW had to start repaying the loan in quarterly instalments of at least €2 million beginning on 8 September 2019.

• Repayment was not contractually dependent on BeFree dividends; the loan obligations stood on their own.

• Capital WW missed the first instalment and never made any later repayments.

This layout – equity acquisition funded by a large loan, with dividends expected but not delivered – later underpinned the insolvency case in the BVI and fed into the broader cross-border conflict.

2. Insolvency in the BVI: Tall Trade vs. Capital WW

2.1 Winding-Up Efforts by Tall Trade

Once Capital WW defaulted on loan repayments:

• On 13 December 2019, Tall Trade issued a statutory demand to Capital WW.

• In February 2020, Tall Trade filed an application in the BVI to appoint liquidators over Capital WW.

• That first application lapsed after six months without being heard to conclusion.

• In October 2020, Tall Trade launched a second winding-up petition.

Capital WW attempted to block liquidation by raising two principal arguments:

1. Conspiracy Cross-Claim

• Capital WW alleged that Tall Trade (allegedly controlled by Roland Isaev) colluded with the Softswiss founders (beneficial owners of Primefuture and Bitcapital) to:

• Withhold BeFree dividends that should have flowed to Capital WW,

• Force Capital WW into financial distress,

• Then retake control of BeFree and the Softswiss Group at a depressed effective price.

2. Abuse of Process / Improper Purpose

• Capital WW claimed that Tall Trade’s liquidation petition was itself part of this alleged scheme to push the company into insolvency and seize the asset base.

To substantiate its conspiracy theory, Capital WW relied on purported hacked Telegram conversations, which it said evidenced coordination between Tall Trade, Isaev, and the Softswiss founders.

2.2 Judgment of Jack J: Excluding Hacked Messages

In the BVI Commercial Court, Jack J:

• Refused to admit the hacked Telegram messages into evidence, applying section 125 of the Evidence Act 2006 and concluding that their probative value did not justify using illegally obtained material.

• Observed that Capital WW had not meaningfully enforced its contractual rights regarding dividends, such as:

• initiating arbitration under the SHA, or

• suing BeFree or the alleged conspirators for breach of the dividend provisions.

• Found that there was no adequate factual basis to support an actionable conspiracy claim involving Tall Trade or Isaev, even if one considered what the messages purportedly implied.

• Emphasised that, under clause 5 of the Loan Agreement, Capital WW’s duty to service the loan was independent of any dividend flow from BeFree.

• Concluded that Tall Trade was a lawful creditor of an insolvent Capital WW, and that the application to appoint liquidators was well founded.

2.3 Appeal Outcome: Liquidation Upheld

In January 2022, the Eastern Caribbean Court of Appeal rejected Capital WW’s appeal and confirmed the liquidation order. Key points from the appellate decision include:

• Capital WW’s conspiracy cross-claim did not meet even a modest evidential threshold to offset Tall Trade’s loan claim.

• Jack J’s decision to exclude the hacked Telegram material was a proper exercise of discretion under the Evidence Act; there was no basis to label it unreasonable or perverse.

• Capital WW was in persistent and unexplained default on the €30m loan and had taken no significant steps to secure or enforce dividend payments or other shareholder remedies.

Net effect in the BVI:
The courts treated the dispute as a straightforward case of an unpaid corporate loan owed by an insolvent holding company, rather than a proven conspiracy engineered by the Softswiss founders or Isaev. Capital WW ended up in liquidation, with any residual “conspiracy” claims preserved only as potential litigation assets for the liquidators.

3. The Israeli Litigation: Corporate Fallout and Alleged Cyber-Smear

3.1 Parties in Tel Aviv and Nature of the Case

In Tel Aviv District Court case 22978-01-22 (Montik & Others v. Megrelashvili & Others), the plaintiffs are from the Softswiss founders’ side:

• Ivan Montik

• Pavel Kashuba

• Dzmitry (Dmitry) Yaikau

The defendants and counter-claimants belong to the investor camp:

• Revaz (Reza) Megrelishvili

• Ofer (Josh) Baazov, Israeli-Canadian tech and gambling investor, formerly linked to PokerStars

• Avraham Ben-Elisha

In addition, the court documents identify Roland Isaev as a “defendant on counter-claim”.

The Tel Aviv action combines:

• A commercial and shareholder dispute arising from the same 2019 BeFree/Softswiss transaction (SPA, SHA, and related arrangements).

• A wide-ranging defamation and cyber-attack claim, focusing on alleged hacking operations and online smear activity.

3.2 Alleged Global Smear and Hacking Campaign

Reports by Calcalist/CTech and Ynet indicate that the lawsuit revolves around assertions that the Softswiss founders and their Russian partner Roland Isaev were targeted in a coordinated cyber and reputational campaign.

According to the pleadings and media coverage:

• After the BeFree financial relationship soured, an alleged campaign was launched that involved:

• Roughly 1,000 anonymous videos, many presented as “news” or investigative content,

• Dissemination of those materials across 300+ websites, accusing the Softswiss side of fraud, theft, and money laundering, and suggesting links between Isaev and the killing of a Bulgarian journalist,

• Direct circulation of links and videos to Softswiss employees, sometimes accompanied by threatening or intimidating messages, some signed as “The Israeli Intelligence” or impersonating a known Israeli cyber-security firm.

• The plaintiffs allege that the underlying data and content were obtained via illegal hacking of telephones and servers.

Calcalist further notes:

• The Belarusian side (Montik, Yaikau, Kashuba, Isaev) engaged Israeli cyber-security consultant Gabi Alon to identify the origin of the attacks.

• Alon’s team allegedly traced the operation to Sagi Lahmi, described as Baazov’s “right-hand man”, who is said to have hired a Jewish-Russian hacker to compromise the devices and infrastructure of the plaintiffs and associated persons.

Chat logs referenced in the reporting purportedly describe:

• Techniques such as phone “mirroring” (full remote access),

• Intrusions into WhatsApp, Telegram, Signal, and email accounts,

• A tariff list detailing prices for various hacking services (e.g. about €35,000 per server, €45,000 for WhatsApp, and higher fees for comprehensive device access),

• Specific targets, including Pavel Kashuba, Roland Isaev, and Gabi Alon.

The Baazov camp rejects these allegations. According to their defence and counterclaim:

• They assert that they were victimised by a fraudulent investment structure and a sophisticated sting, rather than being aggressors.

• They contend that the Belarusian/Isaev side is using the Tel Aviv defamation claim as part of a transnational intimidation and disinformation strategy.

• They have filed a counterclaim of approximately NIS 93 million, alleging conspiracy, investment fraud, and an online reputational attack orchestrated by the Softswiss/Isaev camp.

The Tel Aviv District Court has ruled that the defamation case is not frivolous or vexatious and should proceed in Israel.

3.3 New Procedural Phase: Corporate Dispute Shifted to Vienna

In a more recent procedural order (2024/2025), the Tel Aviv court recorded that:

• The plaintiffs on the counterclaim (Montik, Kashuba, Yaikau) and counter-defendants 1–3 (Megrelishvili, Baazov, Ben-Elisha) agreed to send their corporate/shareholder disputes to arbitration at the Vienna International Arbitral Centre (VIAC) in Vienna, Austria.

• Based on this agreement, the Tel Aviv court stayed the proceedings as far as those corporate matters are concerned.

• Roland Isaev is not a party to that arbitration agreement and therefore remains outside the VIAC process.

In practical terms:

• Questions concerning ownership of BeFree/Softswiss, performance of the SPA and SHA, and any alleged transaction-related fraud are moving into confidential arbitration before VIAC in Vienna.

• The defamation, smear, and hacking claims continue before the Tel Aviv District Court, where proceedings remain public.

This separation echoes the dynamics seen in the BVI:

• “Hard” corporate issues (dividends, shareholder rights, repayment of loans) migrate into specialised forums (insolvency courts, arbitration),

• While the reputational and cyber-security issues play out more visibly in Israel and the media.

4. Combined Picture: How BVI, Israel, and Vienna Connect

4.1 Common Asset, Divergent Venues

All three arenas – BVI insolvency, Tel Aviv litigation, VIAC arbitration – revolve around control of the Softswiss / BeFree structure, a key node in online gambling and related payment ecosystems.

4.2 Two Camps, Overlapping Personalities

• Softswiss / creditor camp:

• Ivan Montik

• Dzmitry Yaikau

• Pavel Kashuba

• Roland Isaev (alleged beneficial owner of Tall Trade)

• Investor camp:

• Reza (Revaz) Megrelishvili

• Ofer Baazov

• Avraham Ben-Elisha

• Their BVI vehicle Capital WW Investment Limited

4.3 Current Outcomes by Forum

• BVI

• Courts characterised the dispute as an insolvency/creditor issue:

• Capital WW borrowed €30m,

• Failed to repay,

• Could not demonstrate a viable conspiracy-based set-off.

• Result: Capital WW is in liquidation, and Tall Trade’s creditor position is confirmed.

• Israel & VIAC (Vienna)

• Defamation / cyber-smear:

• Ongoing proceedings before the Tel Aviv District Court, with extensive evidence about alleged hacking operations and online campaigns.

• Corporate / ownership:

• Disputes over the commercial heart of the structure are now before VIAC in Vienna, shielded from routine public access.

4.4 Legal-Analytical Takeaways

From a legal perspective:

• The BVI decisions show a clear reluctance to rely on illegally obtained digital evidence, especially when the debtor has not taken available contractual steps (such as dividend enforcement or arbitration).

• The Tel Aviv court, on the other hand, has accepted jurisdiction over the reputational and cyber-security dimension of the conflict and is being presented with detailed cyber-forensic material and testimony, including from a cooperating hacker.

• The shift of core contractual disputes into Vienna arbitration means that the most sensitive commercial aspects of the BeFree/Softswiss transaction – including valuations, side agreements, and alleged fraud – may remain largely confidential, unless the arbitral award later surfaces through enforcement or challenge proceedings in public courts.

5. Why This Matters for Scam-Or Project Readers

For readers of Scam-Or Project, this case highlights several broader risk themes:

• Softswiss, together with entities such as Dream Finance / CoinsPaid, Chance Foundation, and others, sits at a convergence point of Europe-facing gambling platforms and crypto-payment infrastructures.

• The disputes suggest:

• Intense conflicts over beneficial ownership and ultimate control,

• Alleged deployment of covert cyber-operations (phone hacking, server breaches), disinformation tactics, and “pseudo-news” outlets to gain leverage in corporate fights,

• Potential AML, KYC, and regulatory concerns, given complex offshore structures and opaque funding arrangements.

Three distinct but interlinked proceedings – a BVI Court of Appeal decision, a major Tel Aviv defamation and hacking case, and a VIAC arbitration in Vienna – all trace back to the same 2019 BeFree/Softswiss share deal. That convergence indicates that both corporate stability and reputational safety around this group remain unresolved and should be monitored closely.

6. Key Actors and Roles – Summary Table

You can integrate the following table directly into analytical reports or case files:

7. Call for Information

Scam-Or Project will continue monitoring:

• The VIAC arbitration over BeFree/Softswiss,

• The Tel Aviv defamation and hacking proceedings, and

• Any further implications for Softswiss, Dream Finance / CoinsPaid, Chance Foundation, and associated entities.

We invite insiders, former staff, business partners, technical contractors, and advisers with knowledge of:

• The BeFree / Softswiss share transactions and internal shareholder arrangements,

• The financing structures and beneficial owners behind Capital WW, Tall Trade, and related vehicles,

• Any use of cyber-hacking, fake news platforms, paid content farms, or reputation-management agencies linked to this conflict,

• The true UBO structure behind Softswiss, Dream Finance / CoinsPaid, and related entities,

to contact us confidentially via this whistleblower section. All information will be handled with the highest level of care and confidentiality.