Solmate Infrastructure's largest outside shareholder sues board over alleged self dealing

RBCH, the biggest external investor in Solana treasury firm Solmate Infrastructure, has filed a lawsuit in New York State Supreme Court accusing the company’s board and officers of fiduciary breaches, self dealing, and making misleading statements to shareholders.

The complaint targets Solmate’s current directors and officers. RBCH is affiliated with Viktor Fischer, the founder and CEO of RockawayX, who holds ~22.74% of Brera Holdings, Solmate’s parent company, after leading a $300 million PIPE investment in September 2025 with an additional $50 million commitment.

What the complaint alleges

The lawsuit claims that board members sold their own shares while other investors remained locked up, unable to trade. Insiders, such as Sade and Maimon, sold shares above $33 each on the same day the PIPE closed in September 2025, generating over $1.6 million, while PIPE investors, such as RBCH, were still locked up.

According to RBCH, the board authorized advisory agreements that distributed benefits to individuals who were affiliated with directors.

Ron Sade and Keren Maimon, directors, acquired ~2.298 million. Existing shareholders were diluted by ~20% as a result of the transaction, which involved the issuance of Class B shares at $4.97 each, according to the complaint. The purchase is classified by RBCH as an unlawful self dealing transaction.

Days later, Forward, a treasury firm owned by Solana, proposed to acquire Brera for $7.19 per share, a 30% premium to the market price at the time. The board declined the offer without subjecting it to a shareholder vote.

Solmate’s stock has cratered

The lawsuit arrives amid steep losses for Solmate investors. The company’s stock has fallen by ~78% since the start of 2026. Solana itself has dropped about 50% over the same stretch, meaning Solmate’s decline has outpaced the underlying asset it was built to hold by a wide margin.

At present, around 2 million SOL tokens are in Solmate’s possession. The firm is currently operating as a Solana treasury company under its parent, Brera Holdings. This structure is designed to ensure that the firm’s equity valuation is closely tied to Solana’s price performance.

The Solana ecosystem continues to grow in other areas. The network leads all blockchains in tokenized real-world asset (RWA) holders with ~286,000 wallets as of mid June, according to Cryptopolitan’s reporting on RWA.xyz data. That growth has not insulated Solmate from its governance troubles.

The case will play out in the New York State Supreme Court, with an annual general meeting set for June 26, adding urgency to the proceedings.

RBCH is seeking emergency injunctive relief, disgorgement of improper compensation, and rescission of Sade and Maimon’s share offering — and is pushing to block the two directors from voting their newly issued shares at the upcoming meeting.

Neither Solmate nor its directors have publicly responded to the complaint.

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