RBCH, the largest outside shareholder of Solana digital asset treasury firm Solmate Infrastructure (Nasdaq: SLMT), has filed a lawsuit in the Supreme Court of the State of New York against the company’s directors and officers, accusing them of breach of fiduciary duty, misrepresentations, and pervasive self‑dealing. The legal action, brought by an affiliate of RockawayX founder and CEO Viktor Fischer, escalates a governance crisis that has seen SLMT shed roughly 78% year‑to‑date and trade at a 50% discount to net asset value, even as SOL itself is down about 50%.
Fischer, whose entity holds approximately 22.74% of Solmate’s Ireland‑based parent Brera Holdings after leading a $300 million PIPE transaction in September 2025, told The Block: “Solmate is really underperforming. It’s trading at a 50% discount to NAV. The problem is that it’s mismanaged and the current board is self‑dealing.” The suit comes just weeks after Forward—the largest Solana DAT—offered to acquire Brera at a 30% premium in an all‑stock deal, a bid the board swiftly rejected.
RBCH’s complaint spotlights a series of allegedly irregular transactions. On the same day the PIPE closed, the board entered a 10‑year “strategic advisor agreement” granting five insiders—four of them directors—warrants equal to roughly 10.7% of equity plus an ongoing 0.85% annual fee on assets under management, the cash portion of which was not fully disclosed to PIPE investors. The same insiders, including current CEO Ron Sade, board member Keren Maimon, Kraken’s Guy Hirsch, and director Tariq Almheiri, allegedly sold shares above $33 each, realizing over $1.6 million while PIPE investors remained locked up—purportedly violating internal trading policies and using material non‑public information.
Further claims involve a $6 million advisory deal with Pulsar Group, an entity closely tied to Sade and Maimon, and excessive overlapping compensation packages after former CEO Marco Santori was terminated. Most notably, on May 21 Sade and Maimon acquired 2.298 million Class B shares for themselves in a registered direct offering at $4.97 per share—roughly 34% of NAV—diluting existing shareholders by about 20% and shifting an estimated $18 million in value, while receiving a special waiver from the company’s poison pill. “We submitted a request for an extraordinary general meeting because this is illegal,” Fischer said. “Shareholders have to vote them out.”
The suit seeks emergency injunctive relief, disgorgement of improper compensation, rescission of the registered direct offering, and a freeze on the new shares’ voting power ahead of the June 26 annual general meeting. Fischer wants to replace the board with independent experts—championing former Bitmine executive Jonathan Bates and Jito founder Lucas Bruder—and slash annual costs from $10 million to about $3 million. Brera has characterized the governance concerns as motivated by a failed business deal, and separately sued RockawayX and Fischer over a collapsed merger; both Forward and RockawayX deny acting as a “group.” Solmate did not respond to a request for comment.
