Blocktrade – Non-transparent ownership structure and questionable IPO prospects
Was Sam Tan being honest in his calls?
The crypto platform Blocktrade S.A. long presented itself as a regulated, reputable provider with a European profile and big ambitions for the future. An IPO, allegedly even on the Nasdaq, was promised, and communications emphasised stability and growth. However, recent developments paint a different picture and give many users reason to feel deceived.
Ownership structure and liquidation status
According to publicly available commercial register data, it is not Blocktrade S.A. but its previous main owner, Web3 Investco AG (UID CHE-496.697.757, based in Zug, Switzerland), that has been in liquidation since 22 November 2024.
The corresponding resolution of the general meeting to dissolve the company was published in the Swiss Commercial Gazette (SHAB); Anja Monika Frauwallner has been appointed as liquidator. A call for debts was published on 16 December 2024.
The liquidation of Web3 Investco AG exclusively affects its corporate assets, including its stake in Blocktrade S.A. (Luxembourg, RCS B 248375).
No bankruptcy or restructuring proceedings have been entered in the Luxembourg registers for Blocktrade itself.
The prospectus documents dated 21 February 2024 and 11 November 2024, approved by the Luxembourg Financial Supervisory Authority (CSSF), also describe the company as continuing and capable of acting.
Legally, this means that the shares of Blocktrade S.A. are currently in the liquidation estate of Web3 Investco AG and could be transferred or sold to new investors.
There are no insolvency proceedings against Blocktrade S.A. itself.
An IPO – more of a mirage than reality
Blocktrade stated in its ‘Investors FAQ 2024’ that it wanted to take the company public in 2025/2026 – target: Nasdaq. At the same time, a public offering of up to 110 million non-voting B shares was carried out in 2024 (EU Growth Prospectus + CSSF-approved supplement dated 11 November 2024).
However, an IPO seems extremely unrealistic under the current circumstances, at least as long as the significant showstoppers have not been resolved.
The CSSF supplement merely confirms formal completeness, but not the suitability of the issuer.
Why an IPO is unlikely to go ahead at present:
- Tax and reporting obligations violated (outstanding tax liabilities ≈ €280,000; missing financial statements).
- Regulatory uncertainty (return of Estonian VASP licence, unclear Slovenian supervision).
- Corporate governance risks (multiple changes of ownership and management in 2024).
- Going concern and litigation risks (tax burden, possible sanctions).
- Prospectus ≠ listing: An approved prospectus does not replace a stock exchange listing.
Conclusion
As long as tax and reporting deficits, licensing ambiguities and governance breaches exist, an IPO is effectively not eligible for approval.
Under these circumstances, an IPO is nothing more than a PR claim – a mirage for investors and users. The current takeover of the FSR Group further rounds off the picture.
Note:
This article is based on publicly available sources, documented complaints from investors and an official press enquiry. It is a journalistic analysis. All statements about legal risks or possible contractual constellations are to be understood as assessments, not as conclusive legal advice.
Sources:
Swiss Commercial Register (Zug), SHAB 22 November 2024 – ‘Web3 Investco AG in liquidation’ | Moneyhouse.ch, accessed 11 October 2025 | CSSF Prospectuses 21 February 2024 & 11 November 2024 | Estonian e-Business Register No. 14901959 | Company information Blocktrade S.A. 2024–2025
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