Solmate Infrastructure's Largest Outside Shareholder Files Derivative Lawsuit Over Alleged Board Self-Dealing

RBCH Ltd., the largest outside shareholder of Brera Holdings PLC (the Nasdaq-listed company operating as Solmate Infrastructure, Nasdaq: SLMT), filed a derivative lawsuit on June 23, 2026 in the Supreme Court of the State of New York, New York County, accusing current officers and directors of breach of fiduciary duty, shareholder oppression, and self-dealing that allegedly caused tens of millions of dollars in harm. The company issued a counter-statement on June 24, calling the suit meritless and accusing RBCH's principal of fraud.

RBCH's Allegations: Insider Stock Offering at 34% of Net Asset Value

The complaint, filed by law firm Binder & Schwartz LLP on behalf of RBCH (a 10%-plus shareholder that committed $50 million to the company's September 2025 PIPE transaction), centers on a May 21, 2026 registered direct offering (RDO) in which the board approved selling 2,298,000 Class B ordinary shares to two insiders: newly appointed CEO Ron Sade and board member Keren Maimon. According to the complaint, the shares were priced at $4.97 each, approximately 34% of net asset value, allowing the two executives to acquire shares allegedly worth around $29 million for roughly $11.4 million.

RBCH also alleges the board approved a strategic advisor agreement awarding defendants warrants representing approximately 10.7% of company equity, plus recurring cash fees of 0.85% annually on Solana assets under management for ten years. A separate advisory services agreement allegedly paid $250,000 per month to a defendant-affiliated entity with no documented deliverables. Sade's compensation package, according to the complaint, included a $200,000 signing bonus and $450,000 annual salary.

Further alleged misconduct includes three defendants selling shares above $33 during the PIPE lock-up period, potentially breaching the company's insider trading policy, and a failure to file the company's Form 20-F annual report on time. The April 30, 2026 deadline was missed by fifteen days, which caused the PIPE registration statement to lapse and rendered PIPE shares illiquid.

RBCH also contends the board adopted a poison pill on April 24, 2026, restricting any shareholder from accumulating more than 9.99% of shares without board approval, then set the AGM record date just four days after the RDO closed (June 1, 2026) so that the newly issued insider shares could vote at the June 26, 2026 annual general meeting. The suit seeks to enjoin Sade and Maimon from voting those RDO shares at the AGM.

Independent proxy advisory firm ISS (Institutional Shareholder Services) separately recommended on June 16, 2026 that shareholders vote against all five directors, citing lack of board independence, absence of key governance committees, and material weaknesses in internal controls over equity and related-party transactions.

RBCH says its investment has experienced a 90% decline in value, describing Solmate as "one of the worst-performing Solana DATs in the market."

Solmate Infrastructure's Counter-Statement: Company Accuses RBCH Principal of Fraud

Brera Holdings / Solmate Infrastructure pushed back on June 24, 2026. The company characterized the lawsuit as a defensive move by Viktor Fischer, the RockawayX RockawayX Managing Partner and CEO, alleging Fischer "raised $50 million from investors and invested in Solmate in an attempt to enrich himself" by pursuing an inflated valuation.

"The Board identified the misleading information and protected shareholders by walking away from the transaction and filing a lawsuit in Delaware alleging fraud and intentional misrepresentation," the company said in its statement. Solmate described Fischer's conduct as creating "a broader false attack that has negatively impacted market perception and contributed to a significant discount in the Company's valuation," and added that it remains "fully focused on the business and on creating value for all shareholders."

All allegations in both the derivative complaint and the company's counter-statement remain unproven at this stage.

RockawayX Backing and the Forward Industries M&A Backstory

Brera Holdings rebranded to Solmate Infrastructure to reflect a strategic pivot toward Solana blockchain infrastructure. RockawayX, the crypto venture and trading firm, is a major backer of the company through the RBCH vehicle, having anchored the September 2025 $300 million PIPE round.

The lawsuit lands against a backdrop of contested M&A. In early June, Brera's board rejected a non-binding acquisition proposal from Forward Industries (Nasdaq: HSDT) at $7.19 per share, a roughly 30% premium to the RDO price, citing concerns about deal terms. That rejection, and the board's subsequent refusal to engage further, is now part of the broader governance dispute RBCH has brought before the court. Compass covered the original rejection when Brera turned down Forward Industries' all-stock bid for its SOL treasury, and when Forward Industries' broader consolidation effort stalled entirely.

June 26 AGM Is the Immediate Test, With Dual Litigation Running in Both Directions

The June 26, 2026 AGM, scheduled just days after the suit was filed, is the immediate pressure point. RBCH is urging shareholders to withhold votes from Sade and Maimon and calling on the board to engage constructively on governance concerns. Because the lawsuit is filed as a derivative action on behalf of the company, any recovery would flow to Solmate itself rather than to RBCH directly.

With an ISS recommendation against the full board, a Delaware fraud suit filed by the company against RBCH's principal, and a New York derivative action running in the opposite direction, the governance conflict at Solmate Infrastructure now spans multiple jurisdictions.

The allegations in this article are claims made in a civil complaint and have not been proven in court. Brera Holdings / Solmate Infrastructure denies the allegations. Both legal proceedings are at early stages.