Orion Software sp. z o.o.: the exchange's Polish subsidiary

analysisOrion Software sp. z o.o. (KRS 0000827257, NIP 9542811828, REGON 385348160) was registered on 7 February 2020 at Aleja Wojciecha Korfantego 141B in Katowice. Polish National Court Register data reproduced by a commercial aggregator, current after an entry of 21 September 2026, show share capital of PLN 3 million, all 60,100 shares held by BB Trade Estonia OÜ, and Przemysław Janusz Kral as president of the management board since 26 March 2020 and as the registered beneficial owner; the beneficial-owner entry describes him as the company's president, and the data do not show him holding shares in Orion directly. ^{1 2 3}

analysisAn aggregator's rounded summary of Orion's own 2024 financial statements, which were not retained, gives total assets of PLN 258.1 million, revenue of PLN 19.7 million, costs of PLN 18.4 million and a profit of PLN 1.1 million; under its articles each management board member may represent the company alone. ¹

analysisAccording to a law firm acting for claimants, on 2 March 2020 in Katowice BB Trade Estonia, represented by Sylwester Suszek, undertook to recapitalise Orion, then a private company of Kral with PLN 5,000 of capital, by up to PLN 100 million in monthly payments convertible into share capital; the same day Orion, represented by Kral, undertook to recapitalise EXPOFÉR SERVIS HOUSE s.r.o. of Ostrava by up to PLN 100 million on the same pattern, with Suszek signing for Expofer. The agreements are not in the retained record. BB Trade Estonia's 2021 annual report records prepayments under an investment agreement of EUR 5,498,608 in 2020 and EUR 8,923,511 in 2021, shown as financial investments of EUR 14,422,121 at the end of 2021. ^{1 2 3}

analysisOn 22 July 2022 BB Trade Estonia acquired 100% of Orion and resolved to raise its share capital by PLN 1,000,000 with a share premium of PLN 60,636,679, both contributed in kind because the payments had already been made. The 2022 annual report describes the acquisition as a transaction between related parties that produced a loss of EUR 540,825, booked in retained earnings rather than the income statement; the claimants' law firm says the nominal price was EUR 1,052 and that Orion was bought from a related party, whom the reports do not name. The 2024 report lists Orion as a wholly owned IT subsidiary consolidated from 2022 and carries it at EUR 12,975,010 at the end of 2023 and EUR 19,272,407 at the end of 2024, after capital increases during 2024. ^{2 3 4}

analysisAccording to the claimants' law firm, a loan agreement of 4 August 2022, signed by Kral for BB Trade Estonia and by a proxy for Orion, provided for up to EUR 50 million in tranches, each repayable within ten years, at 10% a year, unsecured and convertible into Orion's capital; an annex of 1 January 2024 cut the rate to 4.6%, payable at the end. The firm counts more than 170 ledger entries, a last tranche on 16 March 2026 and a balance of EUR 75,084,120.12, and says monthly payments to Orion, some booked as "Zen Regular outgoing", ran through ZEN.com until 31 March 2026. The agreement and the ledger are not in the retained record and no reply by the persons concerned is recorded. ^{1 2}

analysisThe same firm puts the bankruptcy estate's exposure to Orion at about EUR 105 million: EUR 80.6 million of loans with interest and EUR 24.7 million of capital and contributions, transferred until 16 March 2026. It says Orion's 2025 financial statements, not yet filed when it wrote, show related-party loan liabilities rising from PLN 161,432,192 to PLN 334,795,058, about PLN 254 million of receivables from EXPOFÉR SERVIS HOUSE s.r.o. booked as a "Loan and investment agreement Expofer", PLN 115 million of prepayments for intangible assets and PLN 188,701 of cash at the end of 2025, when Orion had 47 employees and held the exchange's servers, code and customer database. These figures come from the firm's reading of documents not in the retained record. ^{2 1}

analysisThe firm also says the Nassau accounting of BB Trade Bahamas Ltd, which provided outsourcing services to the exchange from June 2024 and rented its infrastructure, software and virtual addresses from 21 February 2025 for 5% of gross profit a month, was invoiced to Orion Software. It reports too that the Bahamian company traded as "Coin Accepted", kept USD 200,000 of capital on deposit for the Securities Commission of The Bahamas and in March 2025 signed a payment-gateway agreement with a currency-exchange office from Wadowice; none of these documents is in the retained record and no reply by the persons concerned is recorded. ¹