Solmate investor sues board over share deals

• Solmate Infrastructure's largest external shareholder filed a lawsuit alleging fiduciary breaches, self-dealing and improper share transactions by company directors.
• The complaint challenges a share issuance that allegedly diluted shareholders by about 20% and transferred significant value to board members.
• The lawsuit seeks to block the disputed shares from being voted and to recover compensation tied to alleged conflicts of interest.

RBCH, the largest external shareholder of Solmate Infrastructure, filed a lawsuit in New York against the company's officers and directors, alleging breaches of fiduciary duty, self-dealing and misleading disclosures.

The dispute follows months of tensions between Solmate's board and RockawayX founder Viktor Fischer, whose affiliated entity holds approximately 22.74% of Solmate's parent company, Brera Holdings.

“Solmate is really underperforming, it's trading at a 50% discount to NAV, and the problem is that it's mismanaged and the current board is self-dealing,” said RockawayX founder Viktor Fischer.

The lawsuit challenges several transactions, including a registered direct offering in which board members Ron Sade and Keren Maimon acquired approximately 2.298 million Class B shares at US$4.97 each, a deal RBCH claims diluted existing shareholders by roughly 20%.

RBCH is seeking emergency court relief, including rescission of the share issuance and recovery of compensation linked to disputed advisory agreements, while Following the allegations Solmate shares were down nearly 6% at US$5.34.

The complaint also alleges that company insiders sold shares above US$33 shortly after a US$300 million PIPE financing closed and entered advisory agreements that provided warrants and ongoing fees without clearly defined performance obligations.

The lawsuit comes weeks after Solmate rejected a takeover proposal from Forward that reportedly valued Brera shares at US$7.19 each, while a separate legal dispute between Brera, RockawayX and Fischer remains ongoing.