A major shareholder has taken legal action against Solmate Infrastructure, accusing its leadership of misusing funds, issuing shares without approval, and breaching fiduciary duties, according to filings in the New York Supreme Court.
RBCH, linked to RockawayX founder Viktor Fischer, is seeking urgent court intervention, including a halt to certain share transactions, repayment of disputed earnings, and governance changes at Solmate’s parent company, Brera Holdings.
Lawsuit targets governance and share deals
RBCH, which holds about 22.74% of Brera following a $50 million commitment to a 2025 funding round, alleges executives personally benefited from undisclosed payments and discounted share sales.
At the center of the dispute is a May 21 transaction in which executives Ron Sade and Keren Maimon acquired 2.298 million Class B shares at $4.97 each. The filing claims this price represented only 34% of Solmate’s net asset value and diluted existing shareholders by roughly 20%.
The complaint argues the deal breached internal ownership limits and was not submitted for shareholder approval.
Timing raises questions over rejected takeover
The share purchase occurred shortly before Brera’s board rejected a takeover offer from Forward, which valued shares at $7.19, a premium of more than 30%.
RBCH claims this sequence raises concerns about whether management acted in the company’s best interests. Brera, separately, has alleged RBCH coordinated with Forward on the bid, which both parties deny.
Broader legal and financial pressures
The dispute adds to ongoing litigation in Delaware between Brera and RockawayX over a failed merger tied to Solmate’s earlier acquisition efforts.
Financial disclosures cited in the lawsuit highlight additional concerns, including a 10-year advisory agreement granting insiders warrants equal to 10.7% of equity and a recurring 0.85% fee on managed assets. The complaint alleges parts of this compensation were not disclosed to participants in the 2025 funding round.
The filing also points to a $6 million advisory contract with Pulsar Group, linked to Sade and Maimon, and new executive roles taken by both individuals with undisclosed salaries alongside existing advisory payments.
Weak performance and internal control issues
Solmate, which manages roughly two million SOL tokens, has seen its value drop 78% year-to-date, while SOL has declined about 50% over the same period. Shares of Solmate (SLMT) fell nearly 6% on the day of the filing, closing at $5.34.
Brera’s recent disclosures also flagged material weaknesses in internal financial controls, particularly around equity transactions and related-party dealings, aligning with the allegations in the lawsuit.
Upcoming vote becomes focal point
RBCH is seeking a restraining order to prevent the newly issued shares from influencing the company’s annual meeting on June 26. It argues the timing of the issuance allowed current directors to increase voting power ahead of the record date.
The shareholder is also pushing for board changes, cost reductions from $10 million to $3 million annually, and termination of advisory agreements.
The case places Brera’s leadership under scrutiny at a critical moment, with the court’s decision on emergency relief and the outcome of the shareholder vote likely to shape the company’s near-term direction.
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