EFRI Case Note · Bitcoinforme, S.L. (Bit2Me), CNMV-authorised crypto-asset service provider · EURR e-money token issued by StablR Ltd (Malta) · Vanadi Coffee, S.A. v Bitcoinforme, S.L., Tribunal de Instancia de Alicante, interim measures before action reported by Vanadi as granted 1 October 2026 (no decision on the merits reported) · Vanadi Coffee, S.A., interim financial statements at 30 June 2026, BME Growth filing of 30 October 2026 · Research cut-off: 5 November 2026

Since 24 May 2026, StablR Ltd has suspended the minting and redemption of its e-money token EURR. In Spain, a second question has emerged alongside whether the issuer will pay: what the intermediary says the token is worth, and to whom.

Bit2Me is the Spanish platform through which clients could buy and hold EURR, issued by StablR Ltd, and use it in Earn or Loan. It deals in EURR in four capacities according to paperwork available to us: as custodian, as the platform offering Earn (whose terms name Devteam Ireland Ltd or Bitcoinforme, S.L. as borrower), as lender of EURR-denominated loans, and as the platform that markets the token.

During the past weeks it surfaced: where Bit2Me is the creditor, its proposed loan addendum describes EURR as worthless and demands repayment at par in another stablecoin. Where it is the debtor under the current Earn lending terms, it owes “the same crypto asset, not its equivalent fiat value”. According to Vanadi’s filing, a court dispute over EURR-denominated debt between Bit2Me and the listed company Vanadi Coffee, S.A. has reached the stage of interim measures in Alicante. Vanadi’s own accounts show that the dispute is not one-sided: the borrower holds about 1.9 million EURR and has claimed their redemption at par from StablR.

This Case Note follows EFRI’s earlier reporting, most recently StablR: Five Months On – No Redemption, No Timetable, and Less Reassurance and StablR: EFRI Takes EURR and USDR Redemption Freeze to EBA and ESMA.

Background

Bit2Me. Bit2Me is the trade name of Bitcoinforme, S.L., Elche (Alicante). The CNMV’s register lists “BITCOINFORME, S.L. (BIT2ME)” with 31 October 2025 as the date from which it may provide seven services under Regulation (EU) 2023/1114 (MiCAR): custody and administration, exchange of crypto-assets for funds, exchange of crypto-assets for other crypto-assets, execution of orders, placing, reception and transmission of orders, and transfer services. Lending, borrowing and yield products are not among them; MiCAR does not list them as crypto-asset services.

The incident. On 23–24 May 2026, an attacker minted EURR and USDR without authorisation and without payment. On 25 August 2026, StablR stated that about 6.41 million EURR and 14.33 million USDR created in this way remain in circulation unbacked, and that “EURR and USDR that were properly issued by StablR against payment continue to be fully backed”. CoinGecko shows a circulating supply of about 17.14 million EURR; subtracting StablR’s reported unauthorised units gives roughly 10.7 million, but does not verify lawful issuance. Bit2Me suspended trading, deposits and withdrawals of EURR on 24 May 2026.

Bit2Me’s EURR products. Clients could hold EURR in custody, place it in “Earn” against a yield, or borrow it through “Loan” against Bitcoin collateral, with the option of exchanging it into euro on the platform.

One token, four positions

Bit2Me’s role	Bit2Me’s position on EURR	Source
Custodian	Bit2Me keeps “registered in your name the same units of EURR and USDR that you had when operations were suspended”; “their value and the way to redeem them depend on the issuer, StablR Ltd.”	E-mail to EURR and USDR clients, 6 October 2026 (EFRI’s translation from Spanish)
Lender (Loan)	EURR is an “instrumento carente de valor real y liquidez mercantil” (“an instrument lacking real value and market liquidity”); the addendum proposes replacing EURR loans retroactively by EURC “en idéntica cuantía nominal” (“in the same nominal amount”)	Loan addendum presented to EURR borrowers after 29 May 2026 (text reviewed by EFRI)
Borrower (Earn)	Repayment of “an equivalent amount of crypto assets of the same type and quantity”; repayment “is made in the same crypto asset, not its equivalent fiat value”	Earn T&Cs – Lending model, clause 6.1 and risk warning (last updated 30 June 2026)
Marketer	EURR price shown at “1,00 €” with a “Buy EURR” widget, next to the notice “EURR and USDR: trading suspended”; Earn on EURR advertised at “Up to 6.40%” APY with “daily or weekly compound interest”	bit2me.com price and Earn pages, accessed 5 November 2026

The displayed EURR price is not evidence of an executable purchase or redemption at that price while trading is suspended.

The loan addendum

After an e-mail of 29 May 2026 headed “Cambia la moneda de tu préstamo cripto a USDC/EURC” (“Change the currency of your crypto loan to USDC/EURC”), Bit2Me made an addendum to its loan contract available to retail clients with EURR loans. EFRI has reviewed the full text provided by one of them:

• Clause 1 describes the StablR incident as “exógeno, imprevisible e inevitable” (“external, unforeseeable and unavoidable”) and “fuerza mayor liberatoria” (“force majeure with an exonerating effect”) (Article 1105 of the Spanish Civil Code), calls the parity of EURR “la base económica objetiva, esencial y determinante” (“the objective, essential and decisive economic basis”) of the loan, states that the lender would otherwise have to accept payment “en un instrumento carente de valor real y liquidez mercantil” (“in an instrument lacking real value and market liquidity”), and invokes rebus sic stantibus “para evitar un enriquecimiento injusto del Prestatario” (“to prevent unjust enrichment of the Borrower”).
• Clause 2, with retroactive effect from 23 May 2026, replaces EURR and USDR loans signed before 25 May 2026 “de pleno derecho, en idéntica cuantía nominal” (“automatically, in the same nominal amount”) by EURC and USDC, payable “exclusivamente en USDC y/o EURC” (“exclusively in USDC and/or EURC”).
• Clause 3 requires the borrower to waive “de forma expresa, incondicional e irrevocable” (“expressly, unconditionally and irrevocably”) any claim or legal action against Bitcoinforme, S.L. arising from the incident or the conversion.
• Clause 5 gives seven calendar days to sign; otherwise Bit2Me may declare early maturity (Article 1129 of the Civil Code) with immediate repayment in EUR or EURC.
• Clause 6 requires the parties to keep “la existencia, contenido y circunstancias” (“the existence, content and circumstances”) of the addendum strictly confidential.

How Earn changed

Under Bit2Me’s general terms, Earn rewards crypto-assets “transferred to Devteam Ireland Ltd”, a group company, which “will remain for informational purposes blocked in the user’s Bit2Me Earn Wallet” (clause 13.14). The Earn terms of January 2023 named Devteam Ireland Limited as counterparty, permitted it to “transfer, dispose of, or use any amount of any cryptoasset transferred and locked by you” and stated that “the generation of rewards requires their transfer to third parties”. They also disclosed risks from third-party use, including loss and suspension.

On 18 June 2026, ESMA published Q&A 2883. MiCAR does not itself regulate crypto-asset lending and borrowing as such (Recital 94), but ESMA states that a CASP’s use of clients’ crypto-assets for lending requires “prior express and specific consent, limited to clearly defined terms”; “consent embedded in general terms and conditions, without prominence, would not meet this standard”; and revenues from that use of client assets should accrue to the client, the provider keeping only “a fair and proportionate fee reflecting operational costs”.

Bit2Me’s currently published “Earn T&Cs – Lending model” bear a “last updated” date of 30 June 2026; that label does not establish their first publication date or their application to existing positions. The client now lends to Bitcoinforme, S.L.; the transfer “will imply the full transfer of ownership”; the client “will exclusively hold a right of credit”; Bit2Me may “freely dispose” of the assets, including for their “economic use” through group companies and external providers; the assets “are not held individually segregated”; and repayment may be suspended in exceptional situations, including a cyberattack or a suspension of withdrawals at an external provider, subject to proportionality, good faith, a strictly necessary duration and client information (clause 13). The product is “an independent service, distinct from any services previously provided”, and the contract does not imply “the novation, subrogation, or assumption of obligations or liabilities arising from previous services” (clause 1). Bit2Me’s general terms effective from 17 July 2026 still describe Earn as a transfer to Devteam Ireland Ltd and state that it “is currently neither regulated nor supervised by any authority” (clause 13.14).

The ongoing Vanadi dispute

Vanadi Coffee, S.A., listed on BME Growth, appointed Bit2Me in June 2025 as liquidity provider and custodian for its Bitcoin treasury strategy. Its interim financial statements at 30 June 2026, published with the auditor’s limited review report on 30 October 2026, set out the financing (Note 10.2):

• 18 loans through “Bit2Me Loan”, denominated in EURR, with an aggregate principal of 6,582,862 EURR, taken out between 17 June 2025 and 8 April 2026, at a loan-to-value ratio of 50% at origination, nominal interest of 8.42% to 12% a year and one-year renewable terms;
• secured by 203 Bitcoin according to the narrative (the loan table prints a total of 204.45 BTC, while its individual entries sum to 204.46 BTC), with monitoring levels at 65%, 75% and 85% loan-to-value; above 85%, Bit2Me would liquidate the collateral;
• carried at EUR 7,112,590 as a non-current liability, at par “(1 EURR = 1 euro), más los intereses devengados, con independencia de la cotización de mercado del token” (“(1 EURR = 1 euro), plus accrued interest, regardless of the token’s market price”); eleven loans with an aggregate principal of 2,703,340 EURR have stated maturity dates between 17 June and 25 July 2026 in the loan table; these dates do not establish that renewable loans became overdue.

According to Vanadi’s filing, on 31 July 2026 Bit2Me terminated all 18 loans early. Vanadi “no comparte los motivos de la resolución” (“does not agree with the grounds for termination”) and on 13 September 2026 applied to the Juzgado de Primera Instancia nº 12 de Alicante for interim measures before action. On 1 October 2026, the Tribunal de Instancia de Alicante suspended the termination and the enforcement of the collateral “hasta que recaiga resolución firme” (“until a final and binding decision is handed down”), against security of EUR 100,000, with effect from 7 October 2026 (Notes 14 and 16). Bit2Me’s grounds are not stated, nor whether Vanadi was offered the addendum.

Two further disclosures matter for every EURR holder:

• Vanadi is itself an EURR holder. At 30 June 2026 it held “una cartera de EURR cercana a 1,9 millones de EURR” (“a portfolio of approximately 1.9 million EURR”) in self-custody wallets, recorded “por su precio de transacción” (“at its transaction price”), with no result recognised on the difference between nominal value and cost “hasta que, en su caso, se materialice su reembolso por el emisor” (“until redemption by the issuer, if any, actually takes place”) (Note 3a). It “ha formulado reclamación formal ante el emisor del EURR para el reembolso a la par” (“has submitted a formal claim to the EURR issuer for redemption at par”) (Notes 2e and 14). The filing does not state when, from whom or at what price the tokens were acquired. Vanadi’s annual accounts at 31 December 2025, published on 30 April 2026, do not separately identify an EURR asset balance and disclose EURR-denominated Bit2Me loans. They do not establish when the approximately 1.9 million EURR reported at 30 June 2026 were acquired.
• Vanadi expects to gain from repaying in EURR. Its risk note states that “una eventual recuperación de la paridad o la cancelación de los pasivos mediante la entrega de EURR tendría un efecto positivo en resultados, que no se ha reconocido” (“a possible restoration of parity or settlement of the liabilities by delivering EURR would have a positive effect on profit or loss, which has not been recognised”).

The auditor drew attention to a material uncertainty as to Vanadi’s ability to continue as a going concern, which depends, among other factors, on “la resolución de la situación relativa a la financiación con Bit2Me” (“the resolution of the situation relating to the financing with Bit2Me”).

Analysis

1. Article 50 MiCAR: interest on an e-money token

Article 50(2) MiCAR provides: “Crypto-asset service providers shall not grant interest when providing crypto-asset services related to e-money tokens.” Under Article 50(3), interest includes “any remuneration or any other benefit related to the length of time during which a holder” holds the token, whether granted by the issuer or by third parties, and whether linked directly to the token or to the pricing of other products.

Bit2Me provides custody and exchange services for EURR and advertises a time-based yield on it described as compound interest. Whether this breaches Article 50 depends on the actual contractual and operational arrangements. The earlier description of tokens as “blocked in the user’s Bit2Me Earn Wallet” does not, by itself, establish that the client retained ownership or remained the token holder.

The case against deserves to be stated at its strongest. Recital 94 states that MiCAR does not address the lending and borrowing of crypto-assets, “including e-money tokens”, leaving applicable national law unaffected; that is not a blanket exemption for related regulated services. Under the lending model the client holds a claim against Bit2Me, not an e-money token, and the reward is consideration for a loan. On that view, Article 50 does not apply. But if transferring ownership to the platform is enough to take a time-based yield on an e-money token outside Article 50, the prohibition becomes a matter of drafting. The reviewed ESMA, EBA and CNMV material does not conclusively resolve this structure. The ECB and ESCB proposed extending Article 50 to address lending and borrowing in 2026; these are reform proposals, not current amendments or a ruling on Bit2Me.

2. Marketing an unregulated product under a regulated name

In its statement of 11 July 2025 (ESMA35-1872330276-2329), ESMA warned that providers “may even use their regulated status under MiCA as a marketing argument”, required the status of a product to be “clearly visible to clients and prospective clients”, and identified as a practice to avoid a status that is “merely visible in the Terms and Conditions only”. Bit2Me’s Earn page for EURR, headed “MiCA / CNMV supervision”, states that “Bit2Me operates as a regulated crypto-asset service provider in the EU”; it does not say that Earn itself is unregulated, nor mention the suspension of EURR. The page does contain loss warnings and a warning about the absence of deposit-guarantee protection.

3. Consent and ownership

The lending model seeks to distinguish borrowing from custody: under its terms, ownership passes to Bitcoinforme and the client receives a repayment claim and agreed interest. Q&A 2883 does not approve that model. The terms exclude assumption of previous obligations, while also containing an entire-agreement clause. The earlier Earn terms identify Devteam Ireland Limited as counterparty; the current lending terms identify Bitcoinforme, S.L. For an existing EURR position, the unresolved question is which terms were accepted and whether any migration was validly agreed, not whether the documents name a debtor.

4. The addendum: Bit2Me’s case and its limits

Bit2Me’s position has a coherent rationale, and the Vanadi filing shows that the risk is real. Its argument is that the EURR loans were, in economic substance, euro financing. If EURR can be acquired below par, a borrower that repays in EURR discharges a debt carried at par at a much smaller economic cost; Vanadi’s own risk note records that repayment “mediante la entrega de EURR” (“by delivering EURR”) would improve its results. Spanish law recognises force majeure (Article 1105 of the Civil Code) and, exceptionally, rebus sic stantibus. Neither the accounting treatment nor Article 1105 automatically changes the repayment currency; the contractual allocation of risk matters.

Three points weigh against it. First, Bit2Me chose to denominate the loans in EURR. Second, the addendum proposes a retroactive replacement coupled with a waiver of incident- and conversion-related claims, confidentiality and a seven-day deadline backed by threatened early maturity. Refusal to sign is not, by itself, one of the statutory grounds in Article 1129. For consumers, such terms are subject to Spanish law on unfair contract terms; Vanadi, a company borrowing for its business, is not in that consumer position. Third, Bit2Me does not apply the same reasoning where it is the debtor. If parity was the “base económica objetiva, esencial y determinante” (“objective, essential and decisive economic basis”) of an EURR loan from Bit2Me to a client, it is difficult to see why it was not equally the basis of an EURR loan from a client to Bit2Me under Earn.

5. The open question: Bit2Me’s EURR book

Bit2Me has not disclosed what it did with EURR placed in Earn. EURR’s ERC-20 status does not establish the source of its Earn yield. If Earn deposits funded EURR loans, Bit2Me would have offsetting EURR exposures; a matched book would require evidence about amounts, terms and counterparties: it owes Earn clients EURR in kind and is owed EURR by borrowers. Demanding par from borrowers while repaying Earn clients “in the same crypto asset, not its equivalent fiat value” could produce a gain for the intermediary at Earn clients’ expense, depending on its actual exposures, funding costs, hedges and contractual obligations. Only Bit2Me’s figures can show whether that is the case: the EURR placed in Earn, the EURR loans outstanding on 23 May 2026, and its own EURR holdings.

6. Who is a “valid holder”?

Acquisition after the incident or below par does not, by itself, exclude a holder from redemption at par under Article 49. The status of units minted without authorisation is a separate, unresolved question for reconciling claims against safeguarded funds. Vanadi’s filing does not say when or at what price it acquired its 1.9 million EURR; it records them at transaction price and states that a recovery of parity would produce an unrecognised gain, which suggests, but does not quantify or independently establish, a below-par carrying amount for that portfolio. Nothing in the filing indicates that they are unauthorised units, and the claim may be entirely valid. The reviewed StablR and supervisory publications do not explain how claims involving unauthorised units will be identified and reconciled.

Our Assessment

The StablR incident was a failure at the issuer. What happened next in Spain was decided by the intermediary. After the incident, Bit2Me stated or proposed how each group of its clients would be treated: custodial clients wait for the issuer, borrowers are asked to pay at par in another token and waive incident- and conversion-related claims, and the current Earn lending terms promise tokens of “the same type”. The earlier Earn terms already disclosed asset use and loss risks. The loan addendum proposes a retrospective change in a document its recipients are asked to keep confidential; whether the later lending terms changed a particular existing Earn position depends on the terms accepted and any valid migration.

The intermediary is the pressure point: redemption remains suspended at the issuer, while Bit2Me must explain and justify the treatment of its own clients under their contracts and applicable law. An issuer suspension does not by itself remove a custodian’s separate duties. EFRI considers four steps necessary.

1. Symmetry. Bit2Me should state publicly how it will satisfy Earn positions in EURR, and why it seeks par-value repayment in another token where it is the creditor while retaining an in-kind EURR repayment obligation where it is the debtor under the lending terms.
2. Disclosure of the EURR book. The CNMV should require Bit2Me to disclose the EURR placed in Earn, the EURR loans outstanding at a defined pre-incident snapshot and its own EURR holdings, and to identify the entity that owes Earn clients their tokens.
3. Guidance on Article 50 MiCAR. ESMA, the EBA and the CNMV should state whether a time-based yield on an e-money token offered by a CASP falls under Article 50(2) and (3) where it is structured as a loan to the platform. EFRI will submit this question through the ESAs’ Q&A tool.
4. A register of affected holders. Bit2Me should preserve and provide the supervisor with client and product records at a defined pre-incident snapshot, reconciled with on-chain balances, omnibus accounts and internal Earn claims. Those records are a starting point for identifying affected holders and supporting orderly redemption or collective redress. Subsequent transfers and current entitlements must also be reconciled to avoid double counting; acquisition after the incident is not, by itself, a bar to redemption.

The Vanadi filing shows that neither side’s position is free of self-interest: a borrower can gain by repaying in a depegged token, and a platform could gain by demanding par from borrowers while repaying Earn clients in kind, depending on its actual book and obligations. That is why the answer cannot be left to unilateral addenda drafted after the event. Whatever the Alicante court decides on the merits, comparable client positions should be treated consistently on both sides of the platform’s balance sheet, and any differences justified by the contracts and applicable law.

— European Funds Recovery Initiative (EFRI)

EFRI assists holders of EURR who hold their tokens through Bit2Me. This Case Note is based on public sources, Bit2Me’s published terms, and documents provided by holders with their consent. EFRI is not a party to the proceedings between Vanadi Coffee, S.A. and Bitcoinforme, S.L.

Sources

1. StablR, Notification of 25 August 2026: https://stablr.com/insights/notification-update-25-08-2026
2. StablR, Notification of 19 October 2026: https://stablr.com/insights/notification-update-19-10-2026
3. CNMV, register of crypto-asset service providers: https://cnmv.es/Docportal/Proveedores-Servicios-Criptoactivos/Listado_ProveedoresCriptoactivos.pdf
4. Bit2Me, General Terms and Conditions, version 2026.1, effective 17 July 2026: https://legal.bit2me.com/en/support/solutions/articles/35000292850
5. Bit2Me, T&C Earn (version January 2023): https://legal.bit2me.com/en/support/solutions/articles/35000290581-t-c-earn
6. Bit2Me, Earn T&Cs – Lending model (last updated 30 June 2026): https://legal.bit2me.com/en/support/solutions/articles/35000321040-earn-t-cs-lending-model
7. Bit2Me, Earn page for EURR: https://bit2me.com/suite/earn/stablr-euro
8. Bit2Me, EURR price page: https://bit2me.com/price/stablr-euro
9. Regulation (EU) 2023/1114 (MiCAR), Article 50, ESMA Interactive Single Rulebook: https://www.esma.europa.eu/publications-and-data/interactive-single-rulebook/mica/article-50-prohibition-granting-interest
10. ESMA, Q&A 2883 (18 June 2026): https://www.esma.europa.eu/publications-data/questions-answers/2883
11. ESMA, Public Statement ESMA35-1872330276-2329 (11 July 2025): https://www.esma.europa.eu/sites/default/files/2025-07/ESMA35-1872330276-2329_-_MiCA_Statement_Access_to_Unregulated_Activities.pdf
12. Vanadi Coffee, S.A., Otra Información Relevante of 30 October 2026: interim financial statements at 30 June 2026 with explanatory notes and limited review report (BME Growth, issuer code 05716): https://vanadi.es/wp-content/uploads/2026/10/05716_OtraInfRelev_20261030-c_compressed.pdf ; and Otra Información Relevante of 30 April 2026: annual accounts at 31 December 2025 with audit report: https://apiweb.bolsasymercados.es/Market/MTFDocuments/OtraInfRelevante/2026/04/05716_OtraInfRelev_20260430.pdf
13. Alicante Plaza, “Las alicantinas Vanadi y Bit2me se enfrentan en los tribunales por el deterioro del valor de los bitcoin” (“Alicante-based Vanadi and Bit2Me face off in court over the decline in the value of bitcoin”) (1 November 2026): https://alicanteplaza.es/alicanteplaza/empresas/las-alicantinas-vanadi-y-bit2me-se-enfrentan-en-los-tribunales-por-el-deterioro-del-valor-de-los-bitcoin
14. Criptoinforme, “Vanadi Bit2Me: litigio por préstamos en la stablecoin EURR” (“Vanadi Bit2Me: dispute over loans denominated in the EURR stablecoin”): https://criptoinforme.com/legal/vanadi-bit2me-tribunales-eurr-stablecoin/
15. Vanadi, “Vanadi Coffee will invest up to one billion in Bitcoins and has chosen Bit2Me as its liquidity provider and custodian”: https://vanadi.es/en/vanadi-coffee-will-invest-up-to-one-billion-in-bitcoins-and-has-chosen-bit2me-as-its-liquidity-provider-and-custodian/
16. CoinGecko, StablR Euro (EURR): https://www.coingecko.com/en/coins/stablr-euro
17. StablR, disclosure of the cybersecurity incident, 25 May 2026 (suspension from 24 May): https://stablr.com/insights/stablr-discloses-cybersecurity-incident-affecting-usdr-and-eurr-token-operations
18. ECB, Opinion CON/2026/13, Annex 1, Amendment 43, pp. 71–72 (proposed amendment to Article 50): https://www.ecb.europa.eu/pub/pdf/legal/ecb.leg_con_2026_13_annex1_en.pdf#page=71
19. Regulation (EU) 2023/1114 (MiCAR), Recital 94 and Articles 46–50, 55, 66, 75 and 94, official text: https://www.boe.es/buscar/doc.php?id=DOUE-L-2023-80808
20. Spanish Civil Code, in particular Articles 1105, 1129 and 1255–1258: https://www.boe.es/buscar/act.php?id=BOE-A-1889-4763
21. Spanish consumer protection legislation (TRLGDCU), in particular Articles 3, 82–83, 85 and 86: https://www.boe.es/buscar/act.php?id=BOE-A-2007-20555
22. ERC-20 token interface standard, EIP-20: https://eips.ethereum.org/EIPS/eip-20
23. Bit2Me, EURR/USDR incident status record: https://status.bit2me.com/incidents/2gq6yq4jqz2q
24. ESCB, response to the MiCAR review consultation, September 2026, section 3.2.3, p. 17 and footnote 33: https://www.ecb.europa.eu/press/consultationresponse/pdf/ecb.conresp202609_micarreview.en.pdf#page=18