Softswiss War: How a €50M BeFree Deal Exploded into Insolvency, Hacking Allegations, and a Vienna Arbitration

tamir
Wed, 12 Nov 2025 09:27:58 +0000
Austria, Court Cases, Israel, ticker, Ben Elisha Avraham, Bitcapital, Capital WW Investment, Gabi Alon, Ofer Baazov, Primefuture, Revaz Megrelishvili, Roland Isaev, Sagi Lahmi, Tall Trade

A 2019 €50 million deal over the BeFree/Softswiss gambling empire has spiralled into a cross-border legal war: liquidation proceedings in the BVI, a massive defamation and hacking lawsuit in Tel Aviv, and now a corporate arbitration in Vienna. FinTelegram explains the dispute that pits Softswiss founders against their Israeli–BVI investors.

1. The commercial core: Softswiss and BeFree

According to the BVI Court of Appeal, the underlying business is the Softswiss Group, an online gambling / iGaming software group held through Befree Limited, a Cypriot company. Originally, Befree was beneficially owned by Softswiss founders Dzmitry Yaikau and Ivan Montik via two Cypriot vehicles, Primefuture Limited and Bitcapital Limited.

In April 2019, BVI company Capital WW Investment Limited (major shareholder: Reza/Revaz Megrelishvili) entered into a Share Purchase Agreement (SPA) with Primefuture and Bitcapital to acquire 60% of Befree for €50 million.

The purchase price was partly funded by a €30m loan from BVI company Tall Trade Limited under a 24 May 2019 Loan Agreement.

On 30 July 2019, Capital WW became the registered holder of 60% of Befree.

A Shareholders’ Agreement (SHA) required that at least 50% of Befree’s net profits be distributed as dividends to shareholders at least every six months; the first dividend was due no later than 30 April 2020 – but no dividends were ever paid.

Under the Loan Agreement, Capital WW had to start repaying quarterly instalments (at least €2m each) from 8 September 2019 onwards, regardless of whether it received dividends from Befree. Capital WW did not repay the first tranche and never repaid subsequent instalments.

This commercial structure is the backbone of all later litigation.

2. The BVI insolvency case: Tall Trade v. Capital WW

2.1. Tall Trade’s winding-up application

Because Capital WW failed to pay, Tall Trade served a statutory demand on 13 December 2019, then applied in February 2020 to appoint liquidators over Capital WW. A first liquidation application lapsed automatically after six months; Tall Trade filed a second one in October 2020.

Capital WW resisted liquidation on two main grounds:

1. Cross-claim for conspiracy – it alleged Tall Trade (through its beneficial owner Roland Isaev) conspired with the Softswiss founders (beneficial owners of Primefuture and Bitcapital) to withhold Befree dividends, starving Capital WW of cash so it would default on the loan.

2. Improper purpose – that Tall Trade’s winding-up petition was part of this alleged wider conspiracy to force Capital WW into insolvency and regain control of BeFree and the the Softswiss Group on the cheap.

Capital WW relied heavily on hacked Telegram messages to support this conspiracy theory.

Learn more about the BeFree court findings here.

2.2. First-instance judgment (Jack J) and the role of hacked messages

Jack J in the BVI Commercial Court:

Refused to admit the hacked Telegram messages under section 125 of the Evidence Act 2006, after balancing their probative value against the way they were obtained.

Held that Capital WW had taken no effective steps to enforce dividend rights (e.g., arbitration under the SHA or suing the alleged conspirators).

Found no sufficient evidence of an actionable conspiracy involving Tall Trade or Isaev, even assuming the messages were considered.

Emphasised that Capital WW’s obligation to service the loan was independent of dividends, under clause 5 of the Loan Agreement.

Concluded that Tall Trade was a creditor of an insolvent company and properly appointed liquidators over Capital WW.

2.3. Court of Appeal: liquidation confirmed

In January 2022, the Eastern Caribbean Court of Appeal dismissed Capital WW’s appeal and affirmed liquidation. Key points:

The alleged conspiracy was not supported by sufficient evidence; Capital WW failed to meet even a relatively low threshold for an actionable conspiracy cross-claim.

The trial judge’s decision to exclude the hacked Telegram messages was a proper exercise of discretion under the Evidence Act and was not perverse.Tall Trade Befree Softswiss BVI…

Capital WW remained in persistent default under the loan and had done nothing to obtain dividends or otherwise enforce its shareholder rights – undermining its claim of being the victim of others’ wrongdoing.Tall Trade Befree Softswiss BVI…

Bottom line in BVI: The courts treated this as a straightforward case of an unpaid loan to an insolvent holding company, not as a proven conspiracy by the Softswiss founders or Isaev. Capital WW is now in liquidation, with any “conspiracy” claim left as a potential asset in the liquidator’s hands.

Read our Softswiss reports here.

3. The Israeli proceedings: BeFree dispute + alleged smear campaign

3.1. Parties and claims

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

Ivan Montik

Pavel Kashuba (Softswiss/Dream Finance figure)

Dzmitry (Dmitry) Yaikau

The defendants (and counter-claimants) include:

Revaz (Reza) Megrelishvili

Ofer (Josh) Baazov – Israeli-Canadian tech and gambling entrepreneur, former PokerStars owner

Avraham Ben-Elisha

A fourth counter-defendant (Roland Isaev) is mentioned in the Tel Aviv protocol as a “defendant on counter-claim”.

This Tel Aviv case combines:

1. Corporate/commercial claims arising out of the BeFree/Softswiss deal (essentially the same 2019 transaction structure seen in the BVI case).

2. Defamation and cyber-smear claims, alleging an aggressive online and hacking campaign.

3.2. Alleged global smear and hacking operation

Calcalist/CTech and Ynet report that the lawsuit in Tel Aviv revolves around accusations of a massive global smear campaign targeting the Softswiss founders and their Russian partner, Roland Isaev.

According to the claim and the media coverage:

After the BeFree financial dispute erupted, an alleged campaign was launched involving:

Around 1,000 anonymous videos posted online, some styled as news or investigative reports.

Distribution across 300+ websites accusing the Softswiss founders of fraud, theft, money laundering, and alleging links between Isaev and the murder of a Bulgarian journalist.

Targeted sending of these videos and links to Softswiss employees, including explicit threatening messages, some signed as “The Israeli Intelligence” or impersonating a well-known Israeli cyber firm.

The plaintiffs allege that materials used in this smear campaign were obtained via illegal hacking of phones and servers.

Calcalist further reports that:

The Belarusians (Montik, Yaikau, Kashuba, Isaev) hired Israeli cyber-security consultant Gabi Alon to investigate.

Alon and his team allegedly uncovered a hacking operation run by Sagi Lahmi, described as Baazov’s “right-hand man,” who supposedly hired a Jewish-Russian hacker to infiltrate the phones and servers of the plaintiffs and others.

Chat logs cited in the article show detailed discussions about:

“Mirroring” phones (full remote access).

Hacking WhatsApp, Telegram, Signal, email.

A “price list” for each hack: e.g. €35,000 for a server, €45,000 for WhatsApp, higher packages for full device takeover.

Specific targets: Kashuba, Isaev, Alon.

Baazov and his co-defendants deny these allegations and argue in their defence and counterclaim that:

They were victims of fraud and a “sophisticated sting” in the BeFree investment.

The Belarusians and Isaev use the Israeli defamation lawsuit as part of a cross-border campaign to intimidate and defame them.

They have filed a counterclaim of roughly NIS 93 million alleging conspiracy, fraud and an online smear effort by the Softswiss/Isaev side.

The Tel Aviv District Court has already ruled that the defamation suit is not vexatious and can properly be heard in Israel.

3.3. Latest procedural twist: sending the corporate fight to Vienna

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

The plaintiffs on the counterclaim (Montik, Kashuba, Yaikau) and counter-defendants 1–3 (Megrelishvili, Baazov, Ben-Elisha) agreed that their corporate disputes would be resolved by arbitration at the Vienna International Arbitral Centre (VIAC) in Vienna, Austria.

On that basis, the court ordered a stay of proceedings with respect to those corporate / shareholder disputes.

The fourth counter-defendant (Isaev) is not a party to this arbitration agreement.CoinsPaid Court Order Israel

In other words:

Corporate and shareholder issues (ownership rights in BeFree/Softswiss, performance of the SPA/SHA, alleged fraud in the investment) are being moved to confidential arbitration in Vienna.

The defamation / smear / hacking issues remain with the Tel Aviv District Court.

This mirrors the BVI pattern: hard corporate questions (dividends, shareholder rights, loan servicing) are pulled into technical insolvency and arbitration forums, while reputation and cyber-war issues play out in public in Israel.

4. How the BVI and Israeli cases fit together

Putting it all together:

Same asset, different fora: At the centre is control over the Softswiss / BeFree structure – important in global online gambling and related payment flows.

Same people, shifting alliances:

On one side: Softswiss founders Montik, Yaikau, their associate Kashuba, and Russian partner Roland Isaev.

On the other: the “investor” camp – Reza Megrelishvili, Ofer Baazov, Avraham Ben-Elisha and their BVI vehicle Capital WW.

BVI outcome: Courts treat it as a pure insolvency problem: Capital WW borrowed €30m, didn’t pay it back, and failed to prove any actionable conspiracy against Tall Trade / Isaev; the company is wound up.

Israel/Vienna outcome (so far):

Defamation & cyber-smear: A live case in Tel Aviv alleging large-scale online attacks and hacking, with detailed media reporting on alleged hacker contracts and price lists.

Corporate / ownership issues: Now pushed into VIAC arbitration in Vienna, away from the public eye.

From a legal-analysis perspective:

The BVI courts have already signalled scepticism toward conspiracy narratives when not backed by solid, admissible evidence – especially where key evidence is illegally obtained communications.

The Tel Aviv court, by contrast, has accepted jurisdiction over the defamation case and is now being fed extensive materials about alleged hacking and smear operations through evidence gathered by cyber experts and a co-operating hacker.

The shift to Vienna arbitration means the true commercial terms of the BeFree/Softswiss deal and any alleged fraud around it may never be fully visible to the public, unless an award is later challenged or enforced in a public court.

5. Why this matters for FinTelegram readers

For FinTelegram, this multi-jurisdiction litigation is significant because:

Softswiss, and the related structures around Dream Finance / CoinsPaid, Chance Foundation, and others, sit in the middle of Europe-facing online gambling and crypto-payments ecosystems.

The disputes hint at:

Serious disagreements over beneficial ownership and control,

Alleged use of covert cyber-operations and smear campaigns to tilt corporate disputes, and

Potential regulatory and AML/KYC red flags where beneficial ownership structures and financing flows are opaque.

The fact that:

A BVI Court of Appeal decision,

A major defamation and hacking proceeding in Tel Aviv, and

A VIAC arbitration in Vienna

all stem from the same 2019 BeFree/Softswiss transaction suggests that the corporate and reputational risks around this group are far from resolved.

Summarizing Table

Here’s a compact overview table you can plug into the report:

Name / Brand | Type | Jurisdiction / Seat | Side in Dispute | Role in Softswiss–BeFree Case
Softswiss | Brand / corporate group (iGaming platform) | Operated via Befree Ltd (Cyprus) and other offshore entities | Core asset contested by both camps | Online gambling / iGaming software group whose ownership and profit rights (via Befree) are at the heart of the BVI, Israeli and Vienna disputes.
Befree Limited | Holding company | Cyprus | Central vehicle | Cypriot holding company through which Softswiss is controlled; 60% sold to Capital WW for €50m in 2019, triggering the later conflict.
Capital WW Investment Limited (in liquidation) | Investment / holding company | British Virgin Islands | Investor camp (Baazov / Megrelishvili) | Bought 60% of Befree under the SPA; borrowed €30m from Tall Trade; defaulted and was wound up in BVI after failing to repay and failing with a conspiracy defence.
Tall Trade Limited | Creditor / SPV | British Virgin Islands | Softswiss/Isaev camp | Lender of €30m to Capital WW; petitioned to liquidate Capital WW in BVI; alleged by Capital WW to be part of a conspiracy but courts rejected that and appointed liquidators.
Primefuture Limited | Shareholder vehicle | Cyprus | Softswiss founders’ camp | Former shareholder of Befree; held Softswiss interests beneficially for Dzmitry Yaikau and sold part of them to Capital WW under the SPA.
Bitcapital Limited | Shareholder vehicle | Cyprus | Softswiss founders’ camp | Former shareholder of Befree; held Softswiss interests beneficially for Ivan Montik and co-sold to Capital WW under the SPA.
Ivan Montik | Individual (Softswiss co-founder) | Belarusian national (multi-jurisdictional business) | Plaintiff in Israel | Co-founder and major beneficial owner of Softswiss (via Bitcapital/Primefuture); plaintiff in the Tel Aviv defamation/hacking suit, alleging a smear and cyber-attack campaign by the investor side.
Dzmitry (Dmitry) Yaikau | Individual (Softswiss co-owner) | Belarusian | Plaintiff in Israel | Co-owner of Softswiss via Primefuture; part of the “Belarusian plaintiffs” in Tel Aviv and alleged hacking target (phone “mirroring” operations).
Pavel Kashuba | Individual (Softswiss / Dream Finance figure) | Belarusian | Plaintiff in Israel | Senior partner with Montik and Yaikau; co-plaintiff in Tel Aviv; one of the main targets of the alleged hacking (WhatsApp/Telegram/Signal “mirroring”).
Revaz (Reza) Megrelishvili | Individual investor | Israeli / Georgian businessman | Investor camp / defendant & counter-claimant | Majority shareholder of Capital WW; claims he was cheated out of his 60% Befree stake; defendant in the Israeli defamation case and plaintiff in a NIS 90m+ counterclaim for conspiracy and fraud.
Ofer Baazov | Individual investor / gambling entrepreneur | Israeli-Canadian | Investor camp / key defendant | High-profile gambling and tech investor; central defendant in the Tel Aviv suit; accused of orchestrating an online smear and hacking campaign; he denies this and claims the Belarusians defrauded and persecuted him.
Avraham Ben-Elisha | Individual investor | Israeli | Investor camp / defendant & counter-claimant | Associate of Baazov and Megrelishvili; co-defendant in the defamation action and co-plaintiff in the large Israeli counterclaim over the BeFree investment.
Roland Isaev | Individual (beneficial owner of Tall Trade; Softswiss partner) | Russian businessman | Softswiss/creditor camp; also target | Alleged UBO of Tall Trade; portrayed by Capital WW as part of a “Befree conspirators” group in BVI (allegation rejected by the courts); also a central victim/target in the alleged Israeli hacking and smear operations.
Sagi Lahmi | Individual (alleged operations man) | Israeli | Investor camp operative | Described in Israeli media as Baazov’s “right-hand man”; allegedly hired a Jewish-Russian hacker to break into phones/servers of Montik, Kashuba, Isaev and investigator Gabi Alon as part of the dispute.
Gabi Alon | Individual (cyber/security consultant) | Israeli | Softswiss side expert | Cyber-security consultant hired by the Belarusian side to trace the source of defamatory videos and hacking; key witness exposing Lahmi’s and the hacker’s activities in Israel and Cyprus.
Unnamed Jewish-Russian hacker | Individual (cooperating hacker) | Based partly in Cyprus / Russia (per media) | Third-party operative / witness | Allegedly hired by Lahmi for illegal intrusions; later cooperated with Alon’s team, providing recordings that document a detailed hacking “price list” and operations against the Softswiss side.
Tel Aviv District Court | Court | Israel | Neutral forum | Hearing the mutual defamation and hacking claims between the Belarusian (Softswiss) camp and the Israeli investor camp; has ruled the case is not vexatious and should proceed in Israel.
BVI Commercial Court & Eastern Caribbean Court of Appeal | Courts | British Virgin Islands | Neutral forum | Decided the Tall Trade v. Capital WW winding-up proceedings, excluded hacked Telegram evidence, and confirmed liquidation of Capital WW.
Vienna International Arbitral Centre (VIAC) | Arbitral institution | Vienna, Austria | Neutral forum | Chosen forum (per shareholder arrangements and Israeli court order) for the corporate/shareholder disputes over BeFree/Softswiss between the founders’ camp and the investor camp; running in parallel to the Tel Aviv defamation case.

6. Call for information – Whistle42

FinTelegram will continue to track:

The Vienna arbitration on the BeFree/Softswiss corporate dispute,

The ongoing Tel Aviv defamation and hacking case, and

Any knock-on effects for Softswiss, Dream Finance / CoinsPaid, and associated structures.

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

The BeFree / Softswiss share deals and internal shareholder agreements,

The financing and beneficial ownership of Capital WW, Tall Trade, and related vehicles,

Any use of cyber-hacking, fake news sites, paid content farms or reputation-management agencies in connection with this dispute, or

The real UBO structure behind Softswiss, Dream Finance / CoinsPaid and allied entities,

to contact us confidentially via our whistleblower platform Whistle42. All submissions will be treated with maximum care.