A Company That Existed Only on Paper
The “billion-zloty” exchange in Malta was an empty shell with twelve hundred euros of paid-up capital, registered to a virtual office, that never filed a single financial statement.
Between BitBay sp. z o.o., the Polish company struck from the corporate registry in February of 2026 with no assets to its name, and BB Trade Estonia OÜ, whose auditor has been unable, for three consecutive years, to confirm the existence of its clients’ crypto holdings, there is a third link in the chain. Not BitBay. Not Zonda. Not zondacrypto. Pinewood Holdings Limited. A Maltese shell with twelve hundred euros of paid-up capital, which, between the end of 2018 and November of 2019, was, by the Polish parent’s own account, the operator of what was then the largest cryptocurrency exchange in this part of Europe.
Pinewood Holdings was never an operating company. It was an address put up for sale to Polish customers — an address those customers never knowingly bought.
In the Maltese registry (Malta Business Registry, file C 86244), the period it inhabited has left a trail that rewards a slow reading.
An Address That Isn’t on the Map
The Form K filed on May 28, 2020, by Josianne Cascun Montebello, of the firm Zampa Debattista, lists the residential address of the newly appointed director — Sylwester Jan Suszek — as follows:
Villa No. 21, Jumeirah, Dubai, United Arab Emirates.
Anyone who has ever set foot in Dubai understands the problem. Jumeirah is not a street. It is a sprawling coastal district running for miles along the Persian Gulf, formally divided into Jumeirah 1, Jumeirah 2, Jumeirah 3, and four adjoining sub-neighborhoods. The area contains thousands of private villas. “Villa No. 21” is neither a Makani code — the ten-digit identifier the emirate introduced in 2015 to mark the entrance to every building — nor a plot number registered with the Dubai Land Department. It is a private numeral within an unspecified compound, on an unspecified side street.
In administrative terms, the entry is the equivalent of writing “Brooklyn, New York, House No. 21.” A mail carrier wouldn’t know where to begin.
This is not a clerical error. It is what Maltese corporate-service providers, in private, call a “passport address” — precise enough to clear the registry’s validation, vague enough to vanish at the first attempt to verify it.
A year and a half later, by a letter from Cascun Montebello dated December 16, 2021, and received by the registry on the twenty-first, Suszek’s residential address was updated to:
Baarerstrasse 73, 6300 Zurich, Switzerland.
A small but consequential error, worth pausing on for the sake of the record: postal code 6300 does not belong to Zurich. It belongs to Zug — the canton, and the small lakeside town some twenty miles south of Zurich, known since 2014 as Crypto Valley, the jurisdictional capital of the European cryptocurrency industry. The Maltese secretary’s slip extends to the building number as well: the Swiss commercial registry knows no Number 73 at that postal code for Divisio Holding AG. The address is Baarerstrasse 78, 6300 Zug, c/o Dr. André Terlinden, where, in June of 2021, Divisio Holding AG (CHE-161.370.248) was registered — the holding company of Przemysław Janusz Kral, which over the following months absorbed, link by link, the chain Suszek had built (Bloomberg LEI 506700IIY4O9G6R2AS52). Pinewood’s secretary, in Mosta, wrote “Zurich” for “Zug,” and 73 for 78.
Three months later, Suszek vanished from a gas station in Czeladź.
Twelve Hundred Euros
Pinewood Holdings Limited was registered with the Malta Business Registry, file C 86244, on May 10, 2018. Initial capital: twelve hundred ordinary shares of one euro each, the Maltese statutory minimum for a private limited liability company. The first and sole shareholder was Paweł Łukasz Sobków, of Bielsko-Biała, a town in southern Poland. He was also the first director.
The capital was paid in by a transfer dated May 7, 2018, posted to a client account at Bank of Valletta — number 4001475195, in the name of GVZH Trustees Limited (file C23095). The transaction memo, attached to the file by the company itself, preserves a detail that any Polish reader of bank statements will recognize: under “Reference,” “capital Pinewood Holdings Ltd / Company in Form / Pawel Sobkow”; under “Sender,” IGORIA TRADE SPOLKA AKCYJNA.
Every offshore structure begins with a single transfer that has the curious property of being, simultaneously, a birth certificate and a paternity statement. In Pinewood’s case, the transfer is dated May 7, 2018, and amounts to twelve hundred euros. The sender, per the Bank of Valletta memo, is Igoria Trade S.A., a Polish payments institution licensed by the Polish Financial Supervision Authority since 2014. Theseus, descending into the labyrinth, left a thread behind so that he might find his way out. Here, the thread was left for the investors with the opposite purpose — so that, if necessary, it could be cut. After all the wandering — Estonia, the Bahamas, the canton of Zug — the thread is still there.
How BitBay Sold the Move to Malta
In May of 2018 — the very week Pinewood Holdings was being registered with the Malta Business Registry, days after the capital transfer from Igoria Trade — Sylwester Suszek took the stage at the Polish Bitcoin Congress and announced that BitBay was relocating to Malta. In the months that followed, he gave a series of interviews to the Polish business press — to Money.pl, to Cashless, to Newsweek, to Business Insider Polska, to cyfrowaekonomia.pl — in which he pressed, again and again, three points.
The first: that the Polish Financial Supervision Authority and the National Bank of Poland had “scorched the earth” — zaorały was his verb — of the domestic crypto market, and that putting BitBay on the regulator’s public-warning list was an act of repression rather than consumer protection. The second: that the Polish banks were closing accounts of the exchange and its counterparties, making it impossible to do further business at home. The third — and this is the part that warrants particular attention — that Malta had personally invited him: that the invitation had come from the Prime Minister and the economy minister, and that the choice of jurisdiction was justified by “friendly regulation,” by “a forward-looking licensing framework for cryptocurrency exchanges,” and by “the presence of Binance.” The headline of the Business Insider interview captures the tone of the campaign: “If they want to throw us out of the country, that’s their problem.”
A handful of contemporaneous quotations — quotations that have aged badly:
“Now the popular cryptocurrency exchange will have a chance to spread its wings. The Swiss wanted to bring it in; a sheikh from the United Arab Emirates was interested; the Belarusians offered a five-year exemption from income tax if it would only choose them. Sylwester Suszek picked Malta. He announced the relocation officially during Friday’s Bitcoin Congress.”
“The king of electronic money is emigrating . . . He had the prosecutor’s office and the financial regulator on his back. Now the same regulator — together with the ministry and the National Bank — is inviting him to consult on a new act of legislation. Too late. The cryptocurrency exchange, choked by bureaucrats, is moving to Malta.” — Newsweek Polska
“The decision announced yesterday was, however, foreseeable. It is the result of the policy that the Financial Supervision Authority and the government administration have pursued toward cryptocurrencies and the firms enabling investment in digital money.”
“I told myself: fine, if they want to throw us out of the country, let them. That’s their problem. In Malta, when they heard about our turnover, they wanted to talk right away.” — Sylwester Suszek to Business Insider Polska
“Is this the end of bitcoin and cryptocurrencies in Poland? One of the last firms in our market — an exchange valued at over a billion zlotys — is moving to Malta. The cause is a lack of goodwill, an absence of regulation, and a war waged by the banks, which are terminating contracts with every firm in the crypto industry.”
This was the public communication of 2018. The Maltese address was its anchor; the Maltese license was its promise. The customer received a clear message: Poland doesn’t want us, Malta does, Binance is there too, and this is a place where a European regulator will mind your money.
The records of the Malta Business Registry — file C 86244 — set that message against a fact the message did not contain. Pinewood Holdings Limited never filed an application with the M.F.S.A. for a V.F.A. license. It never submitted a Letter of Intent in October, 2019. It does not appear on the list of thirty-two companies that filed formal applications. Nor does it appear — and this is the point that matters most — on the list of fifty-seven companies the regulator named publicly, in April of 2020, for having done nothing. Pinewood never declared itself, in public, to be a Maltese provider of V.F.A. services. Which means that Suszek’s public narrative — BitBay is moving to Malta to operate within the Maltese licensing framework — and Pinewood’s registry status — a trading company with a counter-trade clause, not registered as a crypto-asset entity — were descriptions of two different realities. The first was for the customers. The second was for the regulator.
What followed bore out the divergence. After eighteen months it became clear, according to a retrospective in Cashless, that “obtaining full Maltese licensing was not as simple as had originally been suggested; the company never received the relevant authorizations.” In November of 2019 the operations were moved to Estonia, and Pinewood was left in the Maltese registry in the state in which it sits today. The 2018 message to the customers — Malta is the guarantor — was never publicly corrected. The customer who, in 2018, opened an account with a Maltese operator is, in 2026, pressing claims against an Estonian company whose auditors, since June, 2022, have been unable to confirm where his bitcoins are.
This is the moment at which Suszek’s May, 2018, declaration — “If they want to throw us out of the country, that’s their problem” — acquires a second meaning, one it did not carry on first publication.
Blockchain Island, or the Art of Buying the Look
Pinewood Holdings did not arrive in a regulatory vacuum. It arrived at the center of one of the most fully documented episodes of regulatory arbitrage in European crypto history.
In March of 2018, Joseph Muscat — the Prime Minister of Malta whose name would later turn up in the Panama Papers, whose government would fall in the wake of the assassination of the journalist Daphne Caruana Galizia — announced that Binance was relocating to Malta. On July 4, 2018, the Maltese parliament passed the Virtual Financial Assets Act (V.F.A.A., Chapter 590 of the Laws of Malta). The law took effect on November 1, 2018. Malta declared itself the Blockchain Island.
The mechanism of abuse was Article 62 — a provision creating a transitional period. Any company already providing V.F.A. services on November 1, 2018, could notify the M.F.S.A. of its intention to keep going under “transitory provisions” — a grace period — while the licensing regime took shape. The transitional period ran to October 31, 2019. Twelve months.
The grace had a design defect that any AML lawyer could spot at a glance. Throughout the transitional period, companies operating under the transitory provisions were, in practice, exempt both from authorization and from AML/CFT compliance. Trade publications at the time called it “the Wild West.”
The statistics that followed are, by now, textbook. Of the eighty-three companies that registered to operate under the transitory provisions, only thirty-four filed Letters of Intent. By April of 2020, just twenty-six had actually initiated a formal application, according to Malta Today. The remaining fifty-seven — about seventy per cent of the original cohort — did absolutely nothing.
The case that made the mechanism legible to anyone who had never looked at a Maltese filing was Binance. The U.S. Securities and Exchange Commission’s 2023 complaint quoted the exchange’s chief compliance officer, in an internal exchange from December, 2018 — two months into the Maltese grace period — as conceding:
“We are operating as a fucking unlicensed securities exchange in the U.S.A., bro.”
When the transitional period expired, on October 31, 2019, Binance simply left Malta — without a Letter of Intent, without an application, without a cessation notice. It continued, nonetheless, to advertise itself worldwide as “governed under the laws of Malta.” The M.F.S.A. was obliged to issue public corrections twice — most recently in July, 2021: “Binance is not licensed nor authorised by the M.F.S.A. to conduct any V.F.A.-related activities in or from Malta.”
The arithmetic is sobering. Eighty-three companies entered the transitional period; fifteen ever obtained a formal license; eleven were still active by the middle of 2023; three of the fifteen subsequently surrendered their licenses voluntarily, according to the M.F.S.A.’s own retrospective. The Blockchain Island, which had drawn global attention in 2018, produced about a dozen genuinely compliant operators. The rest had used Malta for what Malta really was, for them, from the start: a screen of legitimacy.
When the costs became unavoidable, most of the operators left without ceremony.
The “Billion-Zloty Exchange” Was an Empty Shell That Never Filed a Single Statement
Here we arrive at the absence that turns Pinewood Holdings from a registry curiosity into one of a family of cases.
The Maltese Companies Act (Cap. 386), Article 183, requires every private limited liability company to file annual financial statements with the Malta Business Registry — within forty-two days of the period in which the directors approved them, with approval to occur no later than ten months after the close of the financial year.
Pinewood Holdings Limited was registered on May 10, 2018. Statements were due for the years 2018, 2019, 2020, 2021, 2022, 2023, and 2024. Seven annual financial statements.
In the materials filed with the registry — and now publicly available in file C 86244 — not one of those statements appears.
The company that, by its Polish parent’s own description in the BitBay 2019 management report — signed by Sylwester Suszek on May 14, 2020 — was the operator of the exchange, never filed a single financial statement disclosing what happened to its customers’ money.
In the year and a half during which Pinewood was the operator of the BitBay exchange, deposits from Polish clients flowed through its accounts. The 2017 balance sheet of BitBay sp. z o.o. shows that the Polish parent ended the year with the equivalent of about ten million dollars on its bank accounts. The 2018 balance sheet shows that figure shrunk to half a million dollars, and in its place — the equivalent of twenty-five million dollars in receivables and loans owed by unidentified “other entities,” whom no note to the financial statements troubles to name. The 2019 management report supplies the missing identity, in operational terms: Pinewood Holdings Limited, of Malta.
From the vantage of the Polish customer of the Polish BitBay exchange, Pinewood Holdings Limited, of Valletta, was precisely what the Maltese address was meant to be: a marker of European legitimacy. The customer saw, in the regulations, a reference to a Maltese entity, and read it through the media narrative of 2018 and 2019 — a sign that the exchange was Malta-based, that it was subject to the V.F.A. regime, that the Blockchain Island had judged it worthy of a license.
Each of those readings was wrong. Pinewood had not applied for a license. It was not supervised by the M.F.S.A. It did not answer to the F.I.A.U. It did not meet capital requirements. It had no compliance officer, no M.L.R.O., no three lines of defense. What it had — and this was the only truth its Maltese address conveyed — was a registered office, in Valletta, at 35 Strait Street, later moved to 66 Old Bakery Street, and later still to 230 Eucharistic Congress Road, in Mosta. A registered office. Nothing else.
And then — in November, 2019, just as the transitional period expired — BitBay’s operations were transferred from Pinewood Holdings to BB Trade Estonia OÜ. The dates are symmetrical. The Maltese grace period closed on October 31, 2019; the BitBay management report records that “from November, 2019, the company has subsisted on fees for the licensing of the operation of the cryptocurrency exchange ‘BitBay’ to the Estonian company BB Trade Estonia OÜ.”
In plain English: when Malta ceased to be a place without supervision, the operator vanished. Estonia, at that moment — issuing V.A.S.P. licenses by what amounted to administrative registration, with a barrier to entry close to zero — was precisely what Malta had ceased to be on November 1, 2019.
This is why the Maltese shell was never closed. No cessation notification was filed. No financial statements were filed. No application was made for a V.F.A. license. No liquidation was opened. Pinewood Holdings was simply left behind — the way one leaves an old plane ticket in a drawer, neither using it nor discarding it, until it disappears from view.
In June of 2022, Zampa Debattista threw the ticket out of the drawer.
“We Have Lost Contact”
On June 26, 2022, Kim Gauci, an administrator at Zampa Debattista — 230 Works Business Centre, Eucharistic Congress Road, Mosta — wrote a letter to the Malta Business Registry. It was a single paragraph, dated June 26, received by the registry on the twenty-seventh:
“Pinewood Holdings Limited — C 86244. I refer to the above-noted company and please note that we would like to remove our registered address — 230, Second Floor, Eucharistic Congress Road, Mosta, MST 9039, Malta from the MBR website. We have lost contact and have therefore terminated our services to the company with immediate effect from 26th June 2022.”
The Maltese corporate-services provider — Zampa Debattista, a member of Russell Bedford International, regulated by the M.F.S.A. — was telling the registry that it had lost contact with a company it had been servicing since November 1, 2019. This is the kind of statement that Maltese resident agents do not file lightly. As a matter of reputation, it amounts to a confession that they could not extract basic cooperation from their client. As a matter of regulation, it brings the F.I.A.U.’s attention to a client they had failed to assess in time.
Three Vanishings, One Pattern
Pinewood’s disappearance from the Maltese supervisory orbit is not an isolated anomaly. It is the third vanishing in a sequence whose completeness becomes legible only when three jurisdictions are read side by side.
In Poland: BitBay sp. z o.o., the Polish company that began the whole story in 2014, between 2021 and 2026 stopped filing any financial statements with the National Court Register. Five years of documentary silence, in the course of which a hundred and six million zlotys’ worth of assets vanished from the balance sheet. On February 17, 2026, the District Court for Katowice-East, acting under Articles 25a–25d of the National Court Register Act, struck the company from the register without liquidation, with a notation of no assets.
In Poland, in parallel: Payment Technology sp. z o.o. — the payments intermediary that, until April, 2022, processed about seventy million dollars a month between Polish bank accounts and BB Trade Estonia in Tallinn — was declared bankrupt on October 3, 2024 (file GD1G/GU/1487/2023), and on June 13, 2025, the Polish Financial Supervision Authority imposed an administrative fine of two hundred thousand zlotys for violations of the March 1, 2018, Anti-Money-Laundering Act, in a catalog covering the entire mechanism of the statute: failure to assess institutional risk, failure to identify the client, failure to identify the beneficial owner, failure to monitor transactions, failure to document, failure to train staff. Five areas. The whole law.
In Estonia: BB Trade Estonia OÜ, for three consecutive years, received qualified opinions from its auditors. For 2021 — a disclaimer of opinion, the highest category of qualification. For 2022 and 2023 — qualified opinions on the existence of customers’ crypto-assets, valued at a hundred and fifty-five million and a hundred and seventy-two million euros, respectively. For 2024, an unqualified opinion from Assertum Audit OÜ — paired with a balance sheet revealing that, in a single year, the company extended eighty-nine million euros in loans to related parties, and that the line item for “liabilities arising from the use of customers’ funds” had grown from nineteen million to eighty-two and three-quarters million euros.
And now Malta. Pinewood Holdings Limited (C 86244), the Maltese operator of the exchange in the period between Polish BitBay and Estonian BB Trade Estonia, never filed a financial statement for any year of its existence. On June 26, 2022, the resident agent terminated services in unmistakable language. The company remains, formally, on the registry — physically without an address, economically without disclosure, legally without anyone responsible for it. Sobków resigned all his positions on June 22, 2021; the only remaining director, since that day, has been Sylwester Jan Suszek.
The same Sylwester Jan Suszek who never resigned his Pinewood directorship.
The same Sylwester Jan Suszek whose residential address in the Pinewood file — Baarerstrasse 78, 6300 Zug, mistakenly recorded as “Baarerstrasse 73, Zurich” — is the law-firm domicile of Przemysław Kral’s Swiss holding company, in which Suszek holds no office.
The same Sylwester Jan Suszek who, on March 10, 2022, vanished from a gas station in Czeladź.
So: three companies, three jurisdictions, one pattern. Polish BitBay disappears from the register without statements and without assets. The Polish payments intermediary, Payment Technology, fails and is fined for ignoring the AML statute as a whole. Estonian BB Trade Estonia operates beneath successive qualified audit opinions, and, by 2024, has converted customer funds into the working capital of intra-group lending. And, between them, Pinewood Holdings, on Malta — a link that any lawyer who has ever worked on Polish offshore structures recognizes immediately.
Each of these vanishings, taken alone, might admit of an explanation. Taken together, they assemble a pattern.
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.
