RBCH, the largest outside shareholder of Solana treasury firm Solmate Infrastructure (Nasdaq: SLMT), filed a lawsuit in the Supreme Court of the State of New York against the company's current officers and directors, accusing them of breach of fiduciary duty and misrepresentations. RBCH, affiliated with Viktor Fischer, founder and CEO of RockawayX, holds approximately 22.74% of Solmate's Ireland-based corporate parent Brera Holdings after leading a $300 million PIPE transaction in September 2025 with a $50 million commitment. The lawsuit alleges the board engaged in self-dealing transactions and excessive compensation while Solmate trades at a 50% discount to net asset value and has declined roughly 78% year-to-date. The legal action comes weeks after Forward, the largest Solana digital asset treasury firm, offered to acquire Brera at a 30% premium in an all-stock transaction—a bid Brera's board rejected.
"Solmate is really underperforming," Fischer told The Block in an interview. "It's trading at a 50% discount to NAV. The problem is that it's mismanaged and the current board is self-dealing."
Solmate holds about 2 million SOL on its books and is among the worst-performing SOL digital asset treasuries. SLMT is down nearly 6% on the day to trade at $5.34, according to Google Finance.
RBCH Alleges Multiple Self-Dealing Transactions
RBCH's lawsuit centers on several transactions the shareholder characterizes as improper. In September 2025, shortly after the PIPE closed, the board entered into a 10-year "strategic advisor agreement" that granted five insiders—four of them directors—warrants equal to roughly 10.7% of the company's equity plus an ongoing 0.85% annual fee on assets under management. The cash portion of this arrangement was allegedly not fully disclosed to PIPE investors beforehand, and the services provided reportedly lacked measurable deliverables.
On the same day the PIPE closed, those insiders, including current Brera CEO Ron Sade, board member Keren Maimon, Guy Hirsch of Kraken, and Emirati director Tariq Almheiri, allegedly sold shares above $33 each, realizing more than $1.6 million, while PIPE investors like RBCH remained locked up. Those sales allegedly violated internal trading policies and involved material non-public information, Fischer said.
Further claims involve a $6 million advisory agreement with Pulsar Group, an entity closely tied to board members Sade and Maimon, and excessive overlapping compensation packages. After former CEO Marco Santori was terminated in April following disagreements over costs, Sade and Maimon were appointed to new officer roles with undisclosed signing bonuses and salaries on top of their existing advisor fees of $200,000.
"We don't even know the amount because they didn't publish it like they were supposed to. So this is all self-dealing," Fischer said, noting that the board's $200,000 annual salary is "the kind of remuneration" of Apple board members, "not a small DAT."
Board Members Acquired Shares at Discount to NAV
On May 21, Sade and Maimon acquired 2.298 million Class B shares exclusively for themselves in a registered direct offering at $4.97 per share—approximately 34% of the company's net asset value at the time. The transaction, which closed May 27, diluted existing shareholders by about 20% and transferred an estimated $18 million in value to Sade and Maimon, who also reportedly received a special waiver from the company's "poison pill" ownership cap that was not offered to anyone else.
"We submitted a request for an extraordinary general meeting because this is illegal," Fischer said. "So we said shareholders have to vote them out."
Fischer noted that Forward's rejected acquisition bid offered all Brera stockholders payouts at $7.19 per share, a 30.7% premium to the then-market price. "A couple of days later, on June 2, Forward sent them a takeover offer at $7.19, so 30% premium, which they declined," Fischer said. "But they did issue themselves shares at $4.97. So how is $4.97 a good price for shareholders to be diluted, but not $7.19?"
RBCH had previously requested an Extraordinary General Meeting (EGM) on May 26 to vote out the board.
RBCH Seeks Board Removal and Cost Reductions
RBCH is seeking emergency injunctive relief and disgorgement of Brera's board's improper compensation, including the rescission of Sade and Maimon's registered direct offering, among other relief. Fischer is looking to replace Solmate's board and leadership with "independent experts," and has championed for former Bitmine exec Jonathan Bates and Jito founder Lucas Bruder. Fischer, who resigned from the board in early May, is also looking to regain a leadership position.
He is also looking to slash Solmate's corporate costs from an estimated $10 million per year to about $3 million, in part by eliminating the board's excessive compensation and Pulsar's advisory fees. "They are milking this for truly every cent it's worth. These kinds of fees, there is no other DAT that has anything like this type of remuneration for the board," Fischer said.
The lawsuit also seeks to prevent Sade and Maimon from using their newly issued shares to vote in the upcoming annual general meeting (AGM) set for June 26. Fischer noted that Brera set the record date for the AGM on June 1, only days after their registered direct offering closed, which was done to artificially bolster the current board's position.
Brera Characterizes Claims as Motivated by Failed Merger
Brera has characterized RBCH's governance concerns as motivated by a failed business transaction. Earlier in June, Brera sued RockawayX and Fischer, a former Solmate board member, in a Delaware Superior Court, alleging they made misleading financial representations after a deal for Solmate to acquire RockawayX fell through.
The board has also accused Forward and RockawayX of acting illegally as a "group," a claim both Forward and RockawayX have denied. A RockawayX representative noted their complaint on Monday, "is not a counterclaim" against Brera's lawsuit of RockawayX Holding and Fischer, related to the failed merger.
RockawayX, which operates hardware and software for several blockchains and is a major ecosystem investor, said its biggest investment to date was in forming Solmate. Solmate and RockawayX previously partnered on a Solana staking initiative in the UAE, with RockawayX running the infrastructure.
The Block requested comment from Solmate on many of the allegations and has not heard back by publication.
FAQ
What did RBCH accuse Solmate's board of in the lawsuit?
RBCH accused Solmate's officers and directors of breach of fiduciary duty, self-dealing through undisclosed compensation arrangements, and issuing shares to themselves at $4.97 per share while rejecting a $7.19 per share acquisition offer from Forward. The lawsuit alleges board members Ron Sade and Keren Maimon acquired 2.298 million Class B shares in a registered direct offering that diluted existing shareholders by about 20% and transferred an estimated $18 million in value to themselves.
What relief is RBCH seeking in the lawsuit?
RBCH is seeking emergency injunctive relief, disgorgement of the board's improper compensation, and rescission of Sade and Maimon's registered direct offering. Fischer is also looking to replace Solmate's board with independent experts, regain a leadership position, and reduce corporate costs from an estimated $10 million per year to about $3 million. The lawsuit seeks to prevent Sade and Maimon from using their newly issued shares to vote in the annual general meeting set for June 26.
How has Brera responded to RBCH's allegations?
Brera has characterized RBCH's governance concerns as motivated by a failed business transaction. In June, Brera sued RockawayX and Fischer in a Delaware Superior Court, alleging they made misleading financial representations after a deal for Solmate to acquire RockawayX fell through. The board has also accused Forward and RockawayX of acting illegally as a "group," a claim both companies have denied.
