The legal battle against RockawayX CEO Viktor Fischer has intensified with RBCH Ltd., an entity linked to Fischer, filing a derivative lawsuit against Solmate's officers and directors in New York. The complaint accuses the board of breach of fiduciary duty, shareholder oppression and self-dealing, marking a significant escalation from initial fraud allegations. RBCH claims it owns more than 10% of Solmate and wants the court to block recently issued shares from being voted. The lawsuit centers on share deals involving CEO Ron Sade and board member Keren Maimon, who allegedly bought about 2.3 million new shares at $4.97 each, diluting shareholders by approximately 20%. RBCH also claims the deal came before the board rejected a Forward Industries proposal that valued Solmate at $7.19 per share.
As reported by The CryptoTimes, RockawayX raised approximately $50 million from investors and invested in the company before proposing a transaction that would have valued Fischer's firm at roughly $200 million. Solmate alleges that the valuation was based on misleading financial statements provided to Brera Holdings PLC. The company launched with $300 million to establish a Solana treasury in the UAE with backing from ARK Invest, Pulsar Group, RockawayX and the Solana Foundation. The dispute has now evolved into what Solmate describes as a fraudulent campaign that has negatively affected market perception and contributed to a significant discount in the company's valuation. Solmate has denied RBCH's claims and framed the dispute as part of a failed business transaction, saying it is trying to protect shareholders from what it called 'a fraudulent campaign' linked to Fischer and RockawayX.
The lawsuit adds significant pressure ahead of Solmate's June 26 annual general meeting in Abu Dhabi, where disputed shares may affect board voting power control. RBCH wants shareholders to withhold support from Sade and Maimon, and also wants the court to reverse the disputed share transaction and review advisory and pay arrangements tied to directors. The case follows leadership changes, including the departure of former CEO Marco Santori. Solmate has filed multiple lawsuits against different parties, including a Delaware complaint against RockawayX, RockawayX Holding, and Fischer, while simultaneously pursuing the New York state lawsuit against the company's board of directors. The company argues that shareholders deserve clarity on whether the actions were independent or part of a coordinated effort involving Fischer, RockawayX, and affiliated entities.
The Nasdaq-listed company, formerly Brera Holdings, has lost about 98% of its market value since ARK Invest and Abu Dhabi-based Pulsar Group backed the financing tied to its Solana treasury plan. The company traded near $4.72 on Friday after its sharp post-pivot selloff. Solmate has reduced its legacy football operations, with teams in Mozambique and Mongolia discontinued, while its stake in Italian club Juve Stabia was sold for €1 plus liabilities. The company reported a net loss of about €378,000 in 2025 and completed a one-for-ten reverse stock split in May to meet Nasdaq's minimum bid price rule. The company's Solana strategy faces pressure as SOL trades near $68, far below levels seen during the prior market cycle, with Solmate raising $11.4 million in a premium stock offering in May.
The case highlights governance and disclosure issues that can arise when strategic investors pursue larger corporate transactions within the digital asset sector. The dispute centers on Solmate's allegations that a proposed $200 million transaction was supported by misleading information and that its board acted to prevent the deal from moving forward. The outcome could provide greater clarity on the responsibilities of investors, executives, and boards when negotiating acquisitions involving crypto-focused companies and treasury businesses. The case also follows the broader trend of crypto treasury firms facing losses, with Solmate now facing both market pressure and a boardroom dispute simultaneously. The Delaware court proceedings will determine how those claims are ultimately resolved, with the allegations remaining claims made by Solmate in connection with the pending litigation until a court rules on the merits of the case.
