Solmate Infrastructure, traded on Nasdaq under the ticker SLMT, has found itself at the center of a serious corporate conflict. The company, which positions itself as a digital asset management firm focused on Solana, is facing a lawsuit in the New York State Supreme Court. The claim was filed by its largest outside shareholder.
The lawsuit concerns alleged breaches of fiduciary duties, governance abuses, insider-related transactions and insufficiently transparent disclosures by the company’s current executives and board members.
The situation around Solmate has become another example of how the digital asset treasury sector is drawing increasing attention not only to the size of crypto holdings on corporate balance sheets, but also to the quality of corporate governance, shareholder protection and transparency of internal decisions.
Largest Outside Shareholder Accuses Solmate’s Board of Acting in Its Own Interests
The lawsuit was filed by RBCH, an entity linked to RockawayX founder and CEO Viktor Fischer. RBCH owns approximately 22.74% of Solmate’s Irish parent company, Brera Holdings. The entity also played an important role in Solmate’s $300 million PIPE transaction completed in September 2025, contributing $50 million to the deal.
According to the plaintiff, Solmate’s current management committed serious corporate governance violations. The lawsuit claims that the company’s officers and directors may have acted in their own interests rather than in the interests of shareholders. It also alleges that disclosures to investors were incomplete or misleading.
Viktor Fischer strongly criticized the current board’s performance. According to him, Solmate has delivered weak results and is trading at a steep discount to its net asset value. He stated that the company trades at roughly a 50% discount to NAV, while the main problem lies in inefficient governance and self-serving actions by the current board.
Solmate currently holds approximately 2 million SOL tokens. However, the company’s market performance remains weak. Since the beginning of the year, Solmate shares have fallen by around 78%. At the same time, the broader Solana ecosystem has also been under pressure, with the SOL token losing about 50% over the same period.
The Legal Conflict Followed a Failed Takeover Attempt
The lawsuit emerged several weeks after Forward, the largest Solana treasury company in the digital asset sector, made an unsolicited offer to acquire Brera Holdings at a 30% premium. Brera’s board ultimately rejected the proposal.
RBCH argues that the rejection of the deal, combined with alleged insider transactions and disputed compensation structures, points to deeper corporate governance problems. According to the plaintiff, the board ignored shareholder interests and sought to strengthen its own control over the company.
At the center of the lawsuit are claims that Solmate’s leadership entered into transactions after the completion of PIPE financing that may have benefited insiders. RBCH believes such actions may have harmed other shareholders and distorted the balance of interests within the company.
Dispute Over Advisory Agreement and Insider Warrants
According to RBCH, shortly after the PIPE deal closed, the board approved a 10-year agreement for strategic advisory services. Under the terms of this agreement, five insiders, four of whom are company directors, received warrants equivalent to approximately 10.7% of Solmate’s equity.
In addition, the agreement included an annual management fee of 0.85% of assets under management. The plaintiff claims that the financial terms of this deal were not fully disclosed to PIPE investors and that the advisory services did not inсlude clear measurable performance deliverables.
RBCH argues that this structure may primarily benefit insiders rather than company shareholders. According to the plaintiff, such agreements create conflicts of interest and increase Solmate’s financial burden without providing obvious benefits to the business.
Insider Share Sales Triggered Separate Claims
Another important part of the lawsuit concerns insider share sales. RBCH claims that on the day the PIPE transaction closed, several individuals connected to the company sold shares at a price above $33 per share.
The individuals mentioned inсlude current CEO Ron Sade, board member Keren Maimon, Kraken executive Guy Hirsch and Emirati director Tariq Almheiri. According to the plaintiff, these sales generated more than $1.6 million in proceeds.
RBCH argues that these transactions may have been especially problematic because PIPE investors remained locked into their positions at that time and could not freely exit their investments. The plaintiff also suggests that the transactions may have violated internal trading restrictions or involved material nonpublic information.
The lawsuit separately states that such sales reinforce concerns about unequal treatment of shareholders. While some investors were restricted in their actions, insiders, according to RBCH, may have had the opportunity to sell shares on more favorable terms.
Claims Related to Compensation and Connected Advisory Structures
In addition to the share sales, RBCH also points to a $6 million advisory agreement with Pulsar Group. According to the plaintiff, this entity may be connected to board members Sade and Maimon.
RBCH claims that the company used overlapping compensation structures that may have been excessive and inconsistent with shareholder interests. According to the plaintiff, these expenses increase pressure on Solmate’s financial position and reduce business efficiency.
The lawsuit also mentions governance issues that emerged after the departure of former CEO Marco Santori. He left the company in April following disagreements over cost management. After his departure, Sade and Maimon took over leadership roles.
The plaintiff claims that Sade and Maimon may have received undisclosed signing bonuses and additional compensation on top of existing advisory fees. RBCH believes such payments should have been disclosed more transparently because they directly affect shareholder interests.
Disputed Share Issuance May Have Diluted Shareholders
The lawsuit also focuses on a registered direct share placement dated May 21. As part of this transaction, Sade and Maimon acquired 2.298 million Class B shares at a price of $4.97 per share.
RBCH claims that this issuance unfairly diluted existing shareholders by approximately 20%. According to the plaintiff, the issuance transferred roughly $18 million in value to insiders.
The lawsuit also states that a special waiver from the company’s “poison pill” provision was granted for this transaction. According to RBCH, this waiver did not apply to other investors. This strengthens the claims of unequal treatment of shareholders and possible consolidation of control by current management.
The issuance appears especially controversial in light of Forward’s rejected acquisition offer. Forward valued Brera shares at $7.19 each, which was approximately 30.7% above market prices at the time. RBCH argues that insiders were effectively able to purchase shares at a significant discount while rejecting a higher-value external takeover offer.
RBCH Seeks Injunction, Compensation Clawback and Governance Changes
In its lawsuit, RBCH is seeking emergency injunctive relief, the return of allegedly improper compensation and the cancellation of the disputed share issuance.
The plaintiff is also calling for the removal of the current leadership and the appointment of independent directors. Potential candidates for leadership roles mentioned inсlude former Bitmine executive Jonathan Bates and Jito founder Lucas Bruder. Viktor Fischer himself has also expressed interest in returning to a management role.
In addition, RBCH proposes a significant reduction in Solmate’s expenses. According to the plaintiff, the company’s annual corporate costs could be reduced from roughly $10 million to $3 million. RBCH proposes achieving this by eliminating advisory fees and reducing board compensation.
Fischer and the entities linked to him believe that without a serious restructuring of governance, Solmate will continue trading at a discount and losing investor confidence. In their view, the company needs independent oversight, lower costs and a more transparent asset management strategy.
Conflict Escalates Ahead of Shareholder Vote
The lawsuit also seeks to prevent Sade and Maimon from voting the newly issued shares at the upcoming annual general meeting of shareholders. The meeting is scheduled for June 26.
RBCH claims that the timing of the new share issuance was not accidental. According to the plaintiff, the placement occurred shortly before the record date for the annual general meeting in order to strengthen the current board’s control ahead of the vote.
Solmate has rejected the allegations and stated that RBCH’s claims may be linked to a failed commercial transaction. The board also accused RockawayX and Forward of coordinating actions, although both parties deny this allegation.
As a result, the corporate conflict surrounding Solmate goes beyond a typical dispute between a shareholder and management. It touches on issues of control, transparency, fairness toward investors and governance standards in public companies focused on digital assets.
The Case May Affect Governance Standards in Crypto Treasury Companies
The lawsuit against Solmate puts additional pressure on the company at a difficult moment. Solmate is facing declining market value, weak share performance, a falling SOL price, governance-related claims and shareholder unrest.
The situation is also developing amid broader attention to the digital asset treasury sector. Such companies often hold significant amounts of cryptocurrency on their balance sheets, so investors are increasingly evaluating not only the value of their assets, but also the quality of their corporate governance.
If RBCH’s allegations move forward in court, the outcome of the case could affect not only Solmate’s future leadership structure, but also governance approaches at other public companies linked to cryptocurrencies.
For the market, this case may become an important signal. Companies building businesses around digital assets and public markets will likely have to pay more attention to transparency, disclosure practices, compensation structures and the protection of minority shareholder interests.
Conclusion
Solmate Infrastructure, a Solana-focused digital asset management company, is facing a lawsuit from its largest outside shareholder, RBCH.
The plaintiff accuses the current management and board of breaching fiduciary duties, governance abuses, insider share sales, disputed compensation structures and unfair shareholder dilution.
RBCH claims that after the $300 million PIPE transaction, Solmate’s leadership approved a 10-year advisory agreement that included warrants equal to 10.7% of equity and a 0.85% fee on assets under management.
The lawsuit also claims that insiders sold shares at more than $33 each, generating over $1.6 million, while PIPE investors remained restricted in their positions.
Additional claims relate to the May 21 direct share placement, in which Sade and Maimon acquired 2.298 million Class B shares at $4.97 each. According to RBCH, this diluted existing shareholders by roughly 20%.
RBCH is seeking injunctive relief, the return of disputed compensation, cancellation of the share issuance, removal of current leadership and the appointment of independent directors.
Solmate rejects the accusations and says the claims are connected to a failed commercial transaction.
Further developments in the case may affect not only Solmate’s future governance, but also corporate control standards across public crypto companies.
This material is for informational purposes only and does not constitute investment advice.