Why is RBCH suing Solmate Infrastructure?

RBCH, the largest external shareholder of Solmate Infrastructure, alleges the company's directors breached fiduciary duties through self-dealing transactions, undisclosed compensation arrangements and share issuances that diluted existing investors. The claims have not been proven in court.

What share transaction is at the centre of the Solmate Infrastructure lawsuit?

The lawsuit challenges a transaction in which board members Ron Sade and Keren Maimon acquired approximately 2.298 million Class B shares of Solmate Infrastructure at US$4.97 per share. RBCH claims the deal diluted existing shareholders by about 20%.

How large is RBCH's stake in Solmate Infrastructure?

RBCH holds approximately 22.74% of Brera Holdings, the parent company of Solmate Infrastructure. The investment followed a US$300 million PIPE transaction completed in September 2025.

What remedies is RBCH seeking against Solmate Infrastructure?

RBCH is seeking emergency court relief, including cancellation of the disputed share issuance, recovery of compensation linked to advisory agreements and restrictions on the use of the newly issued shares in upcoming shareholder votes at Solmate Infrastructure.

How has Solmate Infrastructure responded to the dispute?

Solmate Infrastructure and its parent company have previously disputed governance-related allegations and have separately sued RockawayX and Viktor Fischer over a failed transaction. The company had not publicly responded to the latest allegations at the time of publication.

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Solmate investor sues board over share deals

Written by Heidi Cuthbert Published Jun 23, 2026, 3:35 AM

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.