- RBCH, Solmate’s largest outside shareholder, has sued the company’s officers and directors, alleging breaches of fiduciary duty, misleading statements and self-dealing.
- The lawsuit claims a series of insider-favouring transactions reduced shareholder value, including advisory arrangements and a disputed share issuance.
- The legal action comes as Solmate trades at a significant discount to net asset value, rejects a takeover proposal and continues to underperform both peers and Solana itself.
A dispute over governance at Solmate Infrastructure has escalated into a courtroom battle after the company’s largest outside shareholder sued its leadership in New York. RBCH, an investment vehicle associated with RockawayX chief executive Viktor Fischer, has accused Solmate officers and directors of breaching fiduciary duties, issuing misleading statements and engaging in self-dealing. RBCH owns approximately 22.74% of Brera Holdings, the parent company of Solmate.
The shareholder was a key backer of Solmate’s September 2025 PIPE financing, leading the US$300 million (AU$429 million) transaction and contributing US$50 million (AU$71.5 million). The lawsuit alleges that company leadership approved a series of arrangements that enriched insiders while diminishing shareholder value.
The filing comes as Solmate faces scrutiny over both governance and market performance. Fischer said the company is trading at a discount of around 50% to net asset value and criticised the board’s management of the business. The legal challenge also follows Brera’s decision to reject a takeover offer from competitor Forward that carried a 30% premium for shareholders.
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Lawsuit Targets Insider Transactions
RBCH alleges that certain insiders sold shares while other investors remained locked up and that advisory agreements benefited individuals connected to the board. The complaint additionally challenges the purchase of roughly 2.298 million Class B shares by directors Ron Sade and Keren Maimon at US$4.97 (AU$7.11) each. According to the lawsuit, the deal diluted existing shareholders by approximately 20%.
Solmate holds around 2 million SOL and has seen its share price fall about 78% since the beginning of the year, compared with a 50% decline in Solana over the same period.
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