Solmate Infrastructure Largest Shareholder Sues Board for Self-Dealing and Fiduciary Breaches
Solmate Infrastructure (Nasdaq: SLMT), a major Solana digital asset treasury firm, is facing a major lawsuit from its largest external shareholder.
RBCH, affiliated with Viktor Fischer of RockawayX, has filed a lawsuit in the New York Supreme Court accusing the company’s board and officers of breach of fiduciary duty and self-dealing.
Key Allegations
The lawsuit claims board members engaged in self-dealing by selling shares while PIPE investors were locked up. It also alleges they signed preferential advisory deals that enriched insiders.
Notably, board members Ron Sade and Keren Maimon personally bought 2.298 million Class B shares at $4.97 each. This move allegedly diluted existing shareholders by around 20% in an illegal transaction.
Background and Performance Issues
Solmate holds approximately 2 million SOL tokens but has been one of the worst-performing Solana treasury firms. The stock is currently trading at a 50% discount to NAV and is down roughly 78% year-to-date.
Fischer stated, “Solmate is really underperforming. It’s mismanaged and the current board is self-dealing.”
Major Transactions Under Scrutiny
After a $300 million PIPE round in September 2025, insiders reportedly sold shares above $33 each — earning over $1.6 million — while other investors remained locked up.
The board also entered into a 10-year strategic advisor agreement granting insiders significant warrants and fees. Additional concerns include a $6 million advisory deal with Pulsar Group, linked to board members, and excessive compensation packages.
Takeover Offer Rejected
The lawsuit comes shortly after Forward, the largest Solana DAT, offered to acquire Brera Holdings (Solmate’s parent) at a 30% premium. The board rejected the offer without putting it to a shareholder vote.
Fischer highlighted the contradiction: the board issued itself shares at a deep discount while rejecting a higher premium offer for all shareholders.
Demands in the Lawsuit
RBCH is seeking emergency relief, including the cancellation of the disputed share issuance, recovery of improper compensation, and removal of the current board.
Fischer aims to replace the leadership with independent experts and significantly cut annual corporate costs from $10 million to around $3 million.
The case also seeks to prevent the newly issued shares from being used in the upcoming annual general meeting on June 26.
Ongoing Disputes
This lawsuit follows Brera’s earlier suit against RockawayX and Fischer after a planned merger fell through. Both sides continue to exchange accusations.
SLMT shares fell nearly 6% on the day of the filing, trading at $5.34.
