Nikolas Sargeant
TL;DR
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Solmate Infrastructure’s largest external shareholder has accused the Solana DAT’s board of self-dealing, including selling shares while other investors were locked up and signing preferential advisory deals.
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Solmate has previously sued RockawayX and related parties after a planned merger fell through.
Largest Outside Shareholder Accuses Board of Breach of Fiduciary Duty
Solmate Infrastructure (Nasdaq: SLMT), a Solana-focused digital asset treasury (DAT) firm, is facing a lawsuit filed in the Supreme Court of the State of New York by its largest outside shareholder.
The case alleges breaches of fiduciary duty, governance abuse, and misleading disclosures by the company’s current officers and directors.
The lawsuit was brought by RBCH, an entity affiliated with RockawayX founder and CEO Viktor Fischer, which holds roughly 22.74% of Solmate’s Ireland-based parent company, Brera Holdings. RBCH played a key role in Solmate’s September 2025 $300 million PIPE transaction, contributing $50 million.
Fischer sharply criticized the company’s leadership, arguing that Solmate is significantly underperforming and trading at a steep discount to its net asset value (NAV).
“Solmate is really underperforming,” Fischer said 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 currently holds around 2 million SOL tokens but has struggled in the market, with its stock down approximately 78% year-to-date. The broader Solana ecosystem has also weakened, with SOL itself down roughly 50% over the same period.
Lawsuit Follows Failed Acquisition Bid
The legal dispute comes just weeks after Forward, the largest Solana digital asset treasury firm, made an unsolicited all-stock offer to acquire Brera Holdings at a 30% premium. Brera’s board ultimately rejected that offer.
RBCH argues that the rejection, combined with alleged insider transactions and compensation structures, demonstrates entrenched governance issues and shareholder disregard.
At the center of the lawsuit are claims that Solmate’s leadership engaged in self-enriching transactions following the completion of the PIPE financing.
According to RBCH, shortly after the deal closed, the board approved a 10-year “strategic advisor agreement” granting five insiders—four of whom are directors—warrants equal to roughly 10.7% of the company’s equity, along with a 0.85% annual management fee on assets under management.
The lawsuit alleges that the financial terms were not fully disclosed to PIPE investors and that the services provided lack measurable performance deliverables.
Insider Share Sales and Compensation Controversy
RBCH also claims that on the same day the PIPE closed, several insiders—including current CEO Ron Sade, board member Keren Maimon, Kraken executive Guy Hirsch, and Emirati director Tariq Almheiri—sold shares above $33 per share, generating more than $1.6 million in proceeds.
These transactions allegedly occurred while PIPE investors remained locked into their positions and may have violated internal trading restrictions or involved material non-public information.
Further allegations include a $6 million advisory agreement with Pulsar Group, which is reportedly linked to board members Sade and Maimon, as well as overlapping compensation structures that RBCH describes as excessive.
The lawsuit also highlights governance concerns following the departure of former CEO Marco Santori in April, after disagreements over cost management. He was replaced by Sade and Maimon, who allegedly received undisclosed signing bonuses and additional compensation on top of existing advisory fees.
RBCH further argues that a May 21 registered direct offering, in which Sade and Maimon purchased 2.298 million Class B shares at $4.97 per share, unfairly diluted existing shareholders by roughly 20%.
The firm claims the issuance transferred an estimated $18 million in value to insiders and included a special waiver from the company’s poison pill provision—an exemption not extended to other investors.
The contested share issuance is particularly controversial given that Forward’s rejected acquisition offer valued Brera shares at $7.19, representing a 30.7% premium over prevailing market prices at the time.
RBCH argues that insiders were effectively able to purchase shares at a steep discount while simultaneously rejecting a higher-value external takeover proposal.
RBCH is seeking emergency injunctive relief, disgorgement of alleged improper compensation, and reversal of the disputed share issuance.
The lawsuit also calls for the removal of current leadership and the appointment of independent directors, naming former Bitmine executive Jonathan Bates and Jito founder Lucas Bruder as potential replacements. Fischer has also expressed interest in returning to a leadership role.
Additionally, RBCH proposes significant cost reductions, aiming to cut annual corporate expenses from approximately $10 million to $3 million by eliminating advisory fees and reducing board compensation.
Governance Battle Intensifies Ahead of Shareholder Vote
The legal action seeks to prevent Sade and Maimon from voting on newly issued shares at the upcoming annual general meeting scheduled for June 26. RBCH argues the timing of the issuance—shortly before the AGM record date—was intended to strengthen the current board’s control.
Solmate has disputed the allegations, suggesting that RBCH’s claims are motivated by a failed business transaction. The board has also accused RockawayX and Forward of acting in coordination, a claim both parties deny.
The case adds further pressure to Solmate as it navigates declining asset performance, governance disputes, and shareholder unrest within the broader digital asset treasury sector.
As legal proceedings unfold, the outcome could shape not only Solmate’s future leadership structure but also broader standards for governance in crypto-focused public companies.
