Swiss Investment of Zonda

How four annual reports from a European crypto exchange tell us—and then stop telling us— about a Swiss bank, about the missing money, and about a Bahamian subsidiary that appears in no table

Halfway through the twenty-second page of BB Trade Estonia OÜ’s 2022 consolidated financial statement, in Note 9, wedged between a catalogue of seventy-odd cryptocurrencies available on the company’s platform and a table of lease receivables, there is a sentence. It reads: “B-class shares were acquired in SEBA Bank AG, which in 2021 were converted into equity tokens. The shareholding amounts to approximately 1.01 per cent.” It runs to twenty-three words. In the next year’s statement there are twelve. In the year after that, none.

I. The Bank That Was Meant to Be a Bridge

SEBA Bank AG was founded in April of 2018, in Zug—the stretch of Switzerland that people who care about such things call Crypto Valley. The founder was Sébastien Mérillat, a Swiss-French entrepreneur from Biel whose family holdings include a pocket-knife factory (Swiza), a watchmaking atelier (Les Ateliers Louis Moinet), and a regional airport in Neuchâtel. The name “SEBA” is the first four letters of his given name. Within five months of incorporation, the bank had raised a hundred million Swiss francs—roughly a hundred and three million dollars—from, among others, Julius Baer. In August of 2019, FINMA, the Swiss financial regulator, granted the bank a full banking and securities-dealer license, one of the first ever issued to an institution specializing in digital assets.

It was a serious project. Guido Bühler, the first chief executive, came from UBS Wealth Management. Andreas Amschwand, the first chairman, had spent twenty-five years at UBS as Head of FX. Hans Kuhn, a board member, had previously served as general counsel to the Swiss National Bank. SEBA did not market to retail clients. It served banks, pension funds, corporations, and family offices—institutional custody, over-the-counter trading, Lombard loans collateralized by digital assets, staking in Ethereum and Polkadot and Tezos, a house index (SEBAX) listed on the SIX Swiss Exchange, and tracker certificates on Euronext Amsterdam and Paris. In February of 2021, SEBA issued its own Series B participation capital as security tokens on the Ethereum blockchain, making it one of the first institutions in the world to tokenize its own equity. As will become relevant in a moment, that date is important.

Diligence on the personnel turns up nothing that would give a compliance officer pause. None of SEBA’s directors or board members appears on any sanctions list, in any FINMA enforcement proceeding, or in the investigative databases of the OCCRP and the ICIJ. All the careers run through the mainstream of Swiss finance. The one footnote worth mentioning—the participation of Alameda Research in the January, 2022, Series C round, ten months before FTX collapsed—never produced an enforcement action; the bank stated at the time that it had no operational exposure to Sam Bankman-Fried’s empire, and no regulator disagreed. It is a reputational blemish, not a disqualifying one.

In December of 2023, SEBA Bank AG changed its name to AMINA Bank AG. The reason was mundane: Skandinaviska Enskilda Banken, the Swedish bank known as SEB, had objected to the potential for confusion. The new name, as the bank explained, derives from “transamination,” the biochemical process by which an amino group is transferred between molecules—a metaphor for bridging worlds. In 2024, AMINA reported a sixty-nine-per-cent rise in revenue, to $40.4 million; assets under management grew to $4.2 billion; and, in the fourth quarter, the bank posted its first-ever profitable quarter. Its CET1 capital ratio stood at thirty-four per cent, against a regulatory minimum of seven. Its liquidity coverage ratio was above two hundred and twenty per cent. It had recorded zero loan defaults in five years of operation. No serious analyst has questioned the soundness of the institution.

All of that is publicly available information. The interesting part is what BB Trade Estonia’s own financial statements choose, and then decline, to say about it.

II. The Vanishing

In the archaeology of financial documents, omissions come in two varieties. Some are invisible because nothing ever marked them. Others are visible precisely because something once did, and then was taken away. BB Trade Estonia’s investment in SEBA/AMINA belongs to the second variety. It is the trajectory of the disclosure, not the disclosure itself, that rewards attention.

In the 2022 statement, Note 9 tells the reader almost everything: an opening balance of €2,317,819, further acquisitions for €952,199, a revaluation gain of €214,698, a closing balance of €3,484,716. Beneath the table sits the sentence with which this article began—issuer named, stake specified, instrument described. It is a model of tidy disclosure. A reader can tell what BB Trade Estonia owns, in what quantity, and in what form.

A year later, in the 2023 statement, the bookkeeping numbers continue without incident: the balance has risen to €3,827,891, lifted by a revaluation gain of €343,175 routed through the income statement. What has changed is the prose. Underneath the table, only one line remains: “Osaluse suurus on ligikaudu 1,01 %.” The shareholding amounts to approximately 1.01 per cent. The issuer’s name is gone. Someone has reached into the page and removed it.

The 2023 statement is dated June 30, 2024—six months after SEBA Bank AG became AMINA Bank AG. This is not something BB Trade Estonia could have failed to know. A shareholder, even a one-per-cent one, receives a notice of rebranding; that is routine corporate housekeeping. Had the name change been mentioned—even in a line of “post-balance-sheet events”—it would be an act of disclosure. Its absence is a choice. The holding described the year before as a stake in SEBA Bank is now simply a stake. The issuer exists either in the reader’s memory of the previous report, or nowhere.

The 2024 statement completes the process. Note 8 contains only a table of movements: opening balance €3,827,891, revaluation loss of €42,804, closing balance €3,785,087. No commentary. No name. No percentage. No description of the instrument. A reader without the institutional memory of the earlier filings faces an anonymous line—“shares and units”—valued at fair value by the directors, and cannot identify what, exactly, the company owns.

A year-by-year summary:

Nothing here violates Estonian accounting law. The Raamatupidamise seadus does not require companies to name every issuer of every financial instrument they hold, particularly not for minority positions. But a choice whose direction is consistent over three consecutive filings—and whose timing coincides precisely with the issuer’s rebranding and subsequent changes to its shareholder register—is a choice that invites comment. Assertum Audit OÜ, the auditor, issued qualified opinions for 2022 and 2023, but the qualifications concerned only the crypto holdings. The investment in the Swiss bank passed through three years of review without remark—even after its description quietly thinned out. The 2024 opinion carries no qualification at all.

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III. What, Exactly, Is “Approximately One Per Cent” Of?

Two questions ought to occur to anyone reading a balance sheet who encounters a line called “shares and units” worth nearly four million euros. First: What is it? Second: What is it actually worth?

The statements answer the first question only partway. In 2021, SEBA Bank tokenized its Series B participation capital—security tokens on the Ethereum blockchain, issued under Switzerland’s DLT Act. The chronology lines up. B-shares that BB Trade Estonia had acquired sometime before 2021 were, that year, converted into a digital instrument. So far, so clear. What the statements do not explain is the legal nature of what emerged from the conversion. Is the token issued by SEBA/AMINA itself—in which case its holder has voting rights, a claim on dividends, a place in the share register? Or is it a token issued by a third party that merely replicates economic exposure to the bank, without conferring corporate rights? These are not minor distinctions. The first is an equity stake. The second is counterparty risk. The difference, for a shareholder on the wrong side of an insolvency, is the difference between three and a half million euros and approximately zero.

On the second question—what it is actually worth—there is no answer at all. Fair-value accounting through profit and loss, applied to an instrument that is not publicly traded, means that the valuation is the directors’ valuation. The method is not described. We do not know whether management used the last comparable transaction price (the Series C round closed in January of 2022), the Series B price (2020, cheaper), a discounted-cash-flow model, or a bespoke multiple of book equity. Public disclosures put AMINA’s total fundraising across three rounds at roughly two hundred and forty-seven million dollars; one per cent of a company so capitalized, taken at face value, would be worth about 2.4 million Swiss francs. The gap between that figure and the 3.8 million euros on BB Trade Estonia’s books is not, in itself, suspicious—it might reflect appreciation between funding rounds, or the premium of an earlier round over a later one. It might also reflect a mark that cannot be tested without access to the underlying documents. We do not know.

There is a third question the statements do not pose at all. AMINA Bank’s publicly known shareholder structure, drawn from its 2024 annual report and reported by the Swiss financial publication finews.com in 2025, identifies six major holders: Julius Baer Group (approximately fifteen per cent), Merse SA—Mérillat’s holding company (about nine per cent), Black River Asset Management, run by Guy Schwarzenbach (around eight per cent), Summer SEBA Holdings, the vehicle for Summer Capital (some seven per cent), DeFi Technologies, which is listed on the Nasdaq (5.07 per cent, confirmed by its own regulatory filings), and Philipp Baretta, a co-founder (about four per cent). Combined, roughly forty-eight per cent. The remaining fifty-two per cent is allocated among shareholders whose individual positions are not publicly disclosed. BB Trade Estonia does not appear on the public list.

It may simply be in the undisclosed fifty-two per cent. That is the most probable and most innocent reading—ten thousand basis points of equity, expressed in hundredths of a per cent, can accommodate several hundred shareholders, of whom only the six largest are visible and the rest vanish into the aggregate. But the position might also have been sold, wholly or in part, and what now sits on the balance sheet as “shares and units” worth 3.8 million euros might be a substitute instrument, purchased in place of the original token. The movement table in Note 8 shows only net changes; it does not foreclose the possibility of simultaneous sale and purchase. Had that occurred in 2023 or 2024, the balance sheet would look identical. The issuer’s name, once removed from the notes in 2023, would not have been restored, even if the identity of the underlying instrument had changed. I am not claiming that this happened. I am pointing out that the statements contain no data that would permit it to be ruled out.

A fourth possibility is the most technical. AMINA’s capital structure may have been diluted in 2024 by a new funding round, a share split, a conversion of tokens into ordinary equity, or some other corporate action that a one-per-cent shareholder has no power to influence but whose effect on her position is nonetheless real. If BB Trade Estonia still owns the same token, and that token now represents a smaller fraction of an enlarged capital base, “approximately 1.01 per cent” might have slipped below one per cent—which would explain why the figure disappeared from the 2024 statement. It would not, however, explain why the name disappeared.

IV. Beyond Switzerland

The stake in AMINA Bank is, for all the attention it deserves, a relatively modest line on BB Trade Estonia’s balance sheet. Four million euros out of consolidated assets of seven hundred and sixty-eight million is under half a per cent. The company’s larger equity positions involve entities within its own corporate group—and those are where the real story of the group’s fixed capital resides. Each of them has a different history, and the sum of those histories bears on the question that ought to hover over any analysis of this company: Where is the clients’ money?

Orion Software, in Katowice

A Polish company, registered as KRS 0000827257; its described activity is “IT services.” BB Trade Estonia owns it outright. Its book value stood at €12,975,010 at the end of 2022 and 2023, then rose to €19,272,407 by the end of 2024, after a six-million-euro recapitalization that raised both the share capital and reserves. It is the largest equity position in the group.

The acquisition history is more interesting than the number. Orion was bought in July of 2022 from a related party. The transaction closed at a loss of €540,825, which was booked not against the income statement but directly against retained earnings—an accounting technique that has the convenient effect of keeping losses out of the profit-and-loss account. Before the acquisition, BB Trade Estonia had been transferring money to Orion for two years under an investment agreement dated March 2, 2020; by the end of 2021, those advances totalled €14,422,121, parked on the balance sheet under “financial investments.” In 2022, the advances were converted into share capital and share premium—which is why the book value of the holding ends up nine thousand times its nominal acquisition cost of €1,052. The whole arrangement—two years of advances to a future acquisition target, then a conversion acquisition, with the loss routed outside the income statement—is perfectly legal. It is also not the first thing one would think of.

What makes Orion relevant to any future criminal proceeding is that it is the operational heart of the group. The platform is built there; the developers are there; the IT costs and platform-licensing fees flow through it. The Polish subsidiary renders services to the Estonian operator, which in turn renders services to customers around the world. For the Katowice prosecutor’s office, jurisdictional access via Orion—registered at Wita Stwosza 31, which happens to be the same address where the zondacrypto investigation is being conducted, under case number 1001-109.Ds.77.2022—is not a trivial thing. If the time comes when anyone needs to establish the technical facts—transaction logs, wallet histories, the platform’s source code—the answers are wherever the servers are.

Zonda Token AG—A Swiss Façade

A Swiss company, CHE-221.704.071, described as engaged in “advisory services.” BB Trade Estonia owns a hundred per cent, at a book value of €105,627. That number has not moved in four years. What strikes the reader is the stillness amid growth: every other holding gets topped up—Orion balloons to nineteen million, ZND Ventures to two and a half—while Zonda Token AG sits on its hundred and five thousand euros like an heirloom on a shelf. Possibly the company is dormant, kept alive to hold a trademark or to park a position in a jurisdiction for some future purpose. Possibly it renders genuine advisory services at a scale that explains the absence of fresh capital. The statements do not say.

A small but telling inconsistency: in the 2022 consolidated statement, at Note 7, Zonda Token AG appears in the general table of subsidiaries at a hundred-per-cent interest, but is missing from the detailed table that shows changes in book value; the entire figure of €12,975,010 was assigned to Orion alone, including the €105,627 that should have belonged to Zonda Token. The 2023 statement separates them correctly. This is almost certainly a presentation error corrected in the subsequent period. But for an adversary in litigation, inconsistencies in the balance sheet are material. They are also a signal about the rigor of the internal controls that produced the document.

ZND Ventures—A Stake That Grew Off the Books

An Estonian company, 16382854, engaged in programming. It first appears in 2022 as an associate, owned fifty-fifty, at a nominal value of €1,250. But in the same note, the statement says: “the balance-sheet investment cost amounts to €792,000.” The shares cost twelve hundred and fifty euros; the remaining seven hundred and ninety thousand consists of advances, loans, bridge financing. It is a fuzzy category.

In 2023, the figure climbs further—the narrative note cites €4,914,500, while the consolidated balance sheet shows €4,924,500. The ten-thousand-euro difference is not reconciled. In 2024, ZND Ventures is formally elevated—from fifty per cent to a hundred, from associate to subsidiary, at a book value of €2,510,000. What had figured as a five-million-euro “investment” in the balance sheet has a formal book value of less than a third of that. The rest has presumably migrated into other line items—loans receivable, other receivables—as intercompany funding.

In the note on related-party transactions at the end of 2024, there is a line labelled “other receivables” from a legal entity with a significant interest or influence over the reporting company, in the amount of €30,509,787. We are not told from whom. ZND Ventures? ZND.CO? Some party outside the consolidation group? What we do know is that it is a figure which—if it represents intercompany funding—further reduces the pool of assets available to customers by another thirty million.

ZND.CO—New in 2024

An Estonian company, 16874675, programming. Fifty-per-cent stake, acquisition cost of five thousand euros. No advances, no capitalizations—the one case in which the record is tidy to the point of being perplexing. It appears only in the 2024 statement. What does ZND.CO do? Is it a sister of ZND Ventures? Who owns the other half? The statements are silent. In zondacrypto’s external communications, ZND.CO is identified as the operator of the ZND suite—Earn, Wallet, Trade, Token. One plausible reading is that the structure was designed to move liability for the tokenized product off BB Trade Estonia, the licensed VASP, and onto a separate entity. Another is possible. The statements alone cannot tell us which.

BB Trade Bahamas Ltd.—the Company That Is Not There

And here we come to the one that requires a paragraph of its own. In BB Trade Estonia’s 2024 consolidated financial statement, in Note 1—the statement of accounting policies—among the entities included in the consolidation, as the fifth item, after Orion, Zonda Token, and ZND Ventures, we read:

BB Trade Bahamas Ltd (Bahama Ühendus) alates 2024.a.

That is the only mention of the company in the entire document. Note 6, the note on subsidiaries, which details every subsidiary with its registration number, country, activity, ownership percentage, and book value—does not contain BB Trade Bahamas. There is no acquisition date. No ownership percentage. No book value. No description of activity. The company simply exists, according to the consolidation policy—and simply does not exist, according to the tables that are supposed to describe it. Assertum Audit has issued an unqualified opinion.

The absence is a problem on three levels. It makes the statement internally inconsistent: the company is there, and it is not. It runs counter to the disclosure requirements of the Estonian accounting act and the internal standards of the RTT; the omission undermines the reliability of the filing as a whole. And—most importantly—a company in the Bahamas within the corporate structure of an exchange whose customers have seven hundred and twenty-two million euros on deposit and which holds nine and a half million in cash is not a jurisdictionally neutral development. The Bahamas is where FTX was headquartered at its peak. It is also an insolvency jurisdiction unusually unkind to unsecured creditors—the category to which every zondacrypto customer whose funds have been moved outside the European Union belongs. Claims against BB Trade Bahamas Ltd. would be resolved under Bahamian law, subordinated to local creditors and administrators, at local cost, on a local timetable. These are the sorts of things that are useful to know in advance, rather than when they turn up on a court docket.

V. Proportions

If one returns, now, to the sentence in Note 9 of the 2022 statement, it looks different in context. The stake in AMINA Bank is the smallest equity position in the group. It is also the one whose description has shrunk the fastest, and the only one whose history cannot be reconstructed from the filings alone. It is, at the same time, the position with the soundest underlying issuer: a FINMA-licensed Swiss bank, with a thirty-four-per-cent CET1 ratio, is not an entity that tends to have solvency problems. It is therefore the one position in BB Trade Estonia’s portfolio whose value one can speak about with reasonable confidence—provided that the instrument in question represents an actual share, and not a tokenized wrapper with no corporate rights attached.

The rest looks different. By the end of 2024, the group’s fixed assets totalled forty-three million euros, overwhelmingly composed of the book value of subsidiaries valued by a method that auditors refer to, in their own idiom, as management valuation: fair value without a market, whose realization in insolvency would be a two-year exercise with an uncertain conclusion. It is the kind of capital that feels solid in good times and proves materially smaller in bad ones.

The most eloquent part of the picture is the part the statements do not spell out, but which one can see by lining up the numbers. Liabilities to customers at the end of 2024—crypto and fiat combined—seven hundred and twenty-two million euros. Cash in the bank: nine and a half million. Investments in subsidiaries and associates: forty-three million. Long-term receivables from related parties: over thirty million in a single line item; eighty-nine million in new intercompany loans issued in 2024. Bitcoin, which ought to serve as reserves covering the obligations to customers who deposited Bitcoin, present in quantities that, according to an analysis by the blockchain-forensics firm Recoveris, cover approximately one-third of one per cent of the total exposure. And, at the margins of all this, roughly one per cent of a Swiss bank that is itself perfectly respectable, and whose presence on the balance sheet of an Estonian crypto exchange seems to serve less an economic than a reputational purpose.

A brass anchor on a boat that is taking on water.

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VI. What Can Be Said Honestly

BB Trade Estonia’s annual filings are public documents. Anyone can pull them from the Estonian commercial register. They do not contain anything the company has not disclosed. But disclosure is not the same thing as showing. Listing the Bahamian subsidiary in the consolidation policy while omitting its ownership percentage, acquisition date, and book value discloses in a formal sense and conceals in a real one. A token worth nearly four million euros, described in a single sentence in 2022 and never again by the issuer’s name, discloses the quantity but not the nature. An interest in an associated company whose book value runs to four times its nominal acquisition price discloses the amount but not the structure.

The scope of what one can honestly conclude from the filings alone is narrow. As of December 31, 2024, BB Trade Estonia carries a long-term financial investment of €3,785,087, valued at fair value through profit and loss. The line has its origins in B-class shares of SEBA Bank AG acquired before 2021, converted that year into a tokenized instrument whose size the 2022 and 2023 filings describe as approximately 1.01 per cent. The 2023 and 2024 filings no longer name the issuer; the 2024 filing no longer gives the percentage. From the filings themselves, there is no way to determine whether the position still represents a stake in AMINA Bank—or, for that matter, whether it still represents the same instrument.

Any claim stronger than that would require access to documents the statements do not make available: the 2021 token-issuance paperwork, the underlying security-token agreement, the history of the revaluations, the correspondence with the issuer. Any stronger claim would be speculation.

For a customer who deposited a Bitcoin with zondacrypto, these are not matters one considers on a given Tuesday. For a customer trying to get that Bitcoin back, they are the only matters. The question “Where is the clients’ money?”—taken seriously rather than rhetorically—begins with the financial statements and ends with what those statements decline to say. Between the two lies the practice of the firm.

In the case of the AMINA position, the distance between the two is the distance between 3.8 million euros and approximately zero—between a real equity stake in a solid Swiss bank and a derivative instrument with no corporate rights. Which side of that distance BB Trade Estonia’s balance sheet sits on should not be a matter for journalistic conjecture, or for commentary. It should be the subject of a formal shareholder inquiry to AMINA Bank AG in Zug—an inquiry that, exercising the prerogatives of a shareholder, seeks to establish whether BB Trade Estonia OÜ still appears in the share register; in what quantity; from what date; and what the legal status of the instrument representing the stake actually is. The reply—or the refusal to reply—would be the first document, in this whole affair, that anyone in possession of the facts has produced. The customers, above all, would be the ones with standing to receive it.

Robert Nogacki

Robert Nogacki – licensed legal counsel (radca prawny, WA-9026), Founder of Kancelaria Prawna Skarbiec.

There are lawyers who practice law. And there are those who deal with problems for which the law has no ready answer. For over twenty years, Kancelaria Skarbiec has worked at the intersection of tax law, corporate structures, and the deeply human reluctance to give the state more than the state is owed. We advise entrepreneurs from over a dozen countries – from those on the Forbes list to those whose bank account was just seized by the tax authority and who do not know what to do tomorrow morning.

One of the most frequently cited experts on tax law in Polish media – he writes for Rzeczpospolita, Dziennik Gazeta Prawna, and Parkiet not because it looks good on a résumé, but because certain things cannot be explained in a court filing and someone needs to say them out loud. Author of AI Decoding Satoshi Nakamoto: Artificial Intelligence on the Trail of Bitcoin’s Creator. Co-author of the award-winning book Bezpieczeństwo współczesnej firmy (Security of a Modern Company).

Kancelaria Skarbiec holds top positions in the tax law firm rankings of Dziennik Gazeta Prawna. Four-time winner of the European Medal, recipient of the title International Tax Planning Law Firm of the Year in Poland.

He specializes in tax disputes with fiscal authorities, international tax planning, crypto-asset regulation, and asset protection. Since 2006, he has led the WGI case – one of the longest-running criminal proceedings in the history of the Polish financial market – because there are things you do not leave half-done, even if they take two decades. He believes the law is too serious to be treated only seriously – and that the best legal advice is the kind that ensures the client never has to stand before a court.