Solana treasury firm Solmate's largest stakeholder sues board for self-dealing, fiduciary breaches
The largest outside shareholder of Solana treasury firm Solmate Infrastructure (Nasdaq: SLMT) has filed a lawsuit in the Supreme Court of the State of New York against the company’s current officers and directors, accusing them of a breach of fiduciary duty and other misrepresentations.
RBCH, the litigant affiliated with Viktor Fischer, the founder and CEO of RockawayX, holds approximately 22.74% of the digital asset treasury firm’s Ireland-based corporate parent, Brera Holdings, after leading the DAT’s $300 million PIPE transaction in September 2025 with a $50 million commitment.
"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."
The lawsuit comes just weeks after Forward, the largest Solana digital asset treasury firm, offered to acquire Brera at a 30% premium in an all-stock transaction. That bid was rejected by Brera’s board.
Solmate, which has about 2 million SOL on its books, is among the worst-performing SOL DATs, down roughly 78% year-to-date and trading at a steep discount to NAV. This comes as SOL itself is down about 50%.
In the lawsuit, RBCH accused Solmate’s leadership of using investor capital to enrich themselves through a series of wasteful, and sometimes undisclosed, transactions as well as "entrenching" themselves after Fischer attempted to reform the board. RBCH had previously requested an Extraordinary General Meeting (EGM) on May 26 to vote out the board.
Of note, 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.
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.
SLMT is down nearly 6% on the day to trade at $5.34, according to Google Finance.
Fischer’s complaints
RBCH’s lawsuit centers on several supposedly fishy transactions.
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."
Fischer said Solmate's initial CEO, Marco Santori, was forced out because "he wanted to reduce costs," among other potential employment issues.
Perhaps most notably, 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 supposedly "illegal" 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," Fisher said. "So we said shareholders have to vote them out."
Sade and Maimon’s stock issuance is made all the more stark considering that Forward’s rejected 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," Fisher 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?"
While Fischer told The Block he thinks it would be premature for Solmate to be acquired, he noted the bid was never put to a shareholder vote. He also said Solmate's reverse stock split was done prematurely.
Lawsuit aims
RBCH is now 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 also 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," Fisher said.
On a shorter timescale, the lawsuit is also looking 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.
For its part, Brera has characterized RBCH's governance concerns as motivated by a failed business transaction. The board has also accused Forward and RockawayX of acting illegally as a “group,” a claim both Forward and Rockaway 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.
Solmate and RockawayX previously partnered on a Solana staking initiative in the UAE, with Rockaway running the infrastructure.
The Block requested comment from Solmate on many of the allegations and has not heard back by publication.
Disclaimer: The content of this article solely reflects the author's opinion and does not represent the platform in any capacity. This article is not intended to serve as a reference for making investment decisions.
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