RBCH Sues Solmate Board Alleging Self-Dealing, Fiduciary Breach

RBCH, an investor group affiliated with Viktor Fischer, filed a complaint in the Supreme Court of the State of New York against officers and directors of Solmate Infrastructure’s parent, Brera Holdings. The filing accuses the company’s leadership of breaching fiduciary duties, engaging in self-dealing and making material misrepresentations tied to insider transactions and undisclosed compensation.

RBCH holds roughly 22.74% of Brera after leading the firm’s $300 million private investment in public equity in September 2025 with a $50 million commitment. The complaint was filed weeks after a rival firm, Forward, offered to acquire Brera in an all-stock deal at $7.19 per share, an offer the board rejected. Solmate holds about 2 million SOL tokens and the complaint notes the fund’s shares trade at a large discount to net asset value.

The complaint challenges a 10-year “strategic advisor agreement” the board approved shortly after the PIPE closed. RBCH alleges the agreement granted five insiders warrants equal to roughly 10.7% of the company’s equity and included a 0.85% annual fee on assets under management. The suit claims the cash elements of the arrangement were not fully disclosed to PIPE participants and that the advisor services lacked measurable deliverables.

RBCH also contests trades by insiders on the day the PIPE closed. The filing states that several insiders, including CEO Ron Sade and director Keren Maimon, sold shares above $33 per share and realized more than $1.6 million while PIPE investors remained subject to lock-up provisions. The complaint alleges those sales violated internal trading policies and involved material non-public information.

A registered direct offering that closed May 27 is a central focus of the suit. RBCH says Sade and Maimon bought 2.298 million Class B shares at $4.97 per share in that offering. The complaint alleges the sale diluted existing shareholders by about 20%, transferred an estimated $18 million in value to the two insiders and involved a special waiver from the company’s poison pill ownership cap that other shareholders did not receive.

The filing also points to a roughly $6 million advisory agreement with Pulsar Group, which RBCH describes as closely tied to Sade and Maimon, and to overlapping or excessive compensation after the company’s former CEO, Marco Santori, was terminated in April. RBCH alleges Sade and Maimon received undisclosed signing bonuses and salaries in addition to previously disclosed advisor fees.

RBCH seeks emergency injunctive relief, disgorgement of what it calls improper compensation, rescission of the registered direct offering and replacement of the board and senior management with independent experts. The group requested an Extraordinary General Meeting to remove the current board and asked the court to bar Sade and Maimon from using their newly issued shares to vote at the annual general meeting, for which Brera set a June 1 record date and scheduled the AGM for June 26.

In the complaint, Fischer wrote that Solmate “is really underperforming” and that the fund is “trading at a 50% discount to NAV.” The filing names former Bitmine executive Jonathan Bates and Jito founder Lucas Bruder as proposed independent replacements and calls for cuts to corporate expenses from about $10 million a year to roughly $3 million by reducing board compensation and advisory fees.

Brera disputed RBCH’s governance allegations and has accused Forward and RockawayX of acting as a coordinated group, a claim those parties deny. Earlier in June, Brera filed suit in Delaware against RockawayX and Fischer related to a collapsed proposed transaction. Solmate did not respond to requests for comment by publication time.