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Largest Solmate stakeholder sues board over alleged self-dealing and fiduciary breaches

Largest Solmate stakeholder sues board over alleged self-dealing and fiduciary breaches

RBCH is seeking emergency relief in New York over insider stock sales, related-party arrangements and a discounted Class B issuance, as Solmate shares trail Solana sharply ahead of a June 26 annual meeting.

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Fact Check
Both the RBCH/RockawayX primary press release and The Block's reporting independently confirm every core element of the claim: RBCH—the largest external stakeholder in Solmate Infrastructure (Brera Holdings)—filed suit on June 22, 2026, in New York Supreme Court accusing the board of self-dealing and fiduciary breaches, centered on a discounted Class B share sale (2,298,000 shares at $4.97, ~34% of NAV) to directors that allegedly diluted investors by about 20%. The lawsuit is technically framed as a derivative action, and 'misleading statements' aligns with the disclosure/governance allegations described. Minor framing nuance aside, the claim is accurate.
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Summary

RBCH, identified as the largest external investor in Solmate Infrastructure, has sued the company’s current directors and officers in New York State Supreme Court, alleging breaches of fiduciary duty, self-dealing and misleading statements. The complaint says insiders sold shares above $33 on the same day a September 2025 PIPE closed while investors such as RBCH remained locked up, and it challenges advisory agreements that allegedly benefited people affiliated with directors. It also targets a roughly 2.298 million-share Class B issuance at $4.97 each to Ron Sade and Keren Maimon that RBCH says diluted existing shareholders by about 20% and amounted to an unlawful self-dealing transaction. RBCH, which is affiliated with Viktor Fischer of RockawayX and holds about 22.74% of Brera Holdings after leading a $300 million PIPE investment in September 2025 with an additional $50 million commitment, says the board later declined a $7.19-per-share acquisition proposal for Brera from Forward without a shareholder vote. The suit comes as Solmate shares are down about 78% since the start of 2026, compared with a roughly 50% drop in Solana, and seeks emergency injunctive relief, disgorgement, rescission of the disputed share issuance and a block on Sade and Maimon voting those shares at the June 26 annual general meeting.

Terms & Concepts
  • PIPE investment: A private investment in public equity, in which investors buy shares directly from a public company, often at negotiated terms.
  • fiduciary duty: A legal obligation requiring company directors and officers to act in the best interests of the company and its shareholders.
  • disgorgement: A remedy that seeks to force repayment of profits or compensation alleged to have been improperly obtained.