Solmate, an embattled Solana DAT, has spent the past 90 days in the throes of corporate warfare.

RockawayX, one of Solmate’s original backers, asserts the DAT’s board members have dealt themselves roughly $11.4 million in discounted stock at the expense of shareholders. 

Meanwhile, the Solmate board calls the allegations a “fraudulent campaign” designed to enrich  the largest outside shareholder, RockawayX CEO Viktor Fischer.

Cutting through the dissenting voices, an independent proxy advisor has weighed in on proceedings, taking an objective stance on the board's activity.

Today, dueling lawsuits in Delaware and New York have turned a collapsed merger between RockawayX and Solmate into a scrappy battle of corporate attrition, while shareholders are left at the mercy of lengthy legal processes and volatile markets.

Context: The Companies

• Brera Holdings PLC, better known as Solmate: Ireland-incorporated, Solana-focused DAT holding a self-reported 1.2M $SOL.

• RockawayX: Crypto infrastructure firm and OG Solana ecosystem investor led by Viktor Fischer. Led Solmate's September 2025 PIPE deal and now serves as the activist adversary trying to replace the board.

• RBCH Ltd.: RockawayX's fund entity and Solmate's largest outside shareholder at roughly 10%. The named plaintiff in the New York derivative suit.

• Pulsar Group Ltd.: Advisory firm that sponsored the PIPE. Four of its affiliates sit on Solmate's board. Holds 15% of stocks obtained through exercising a warrants from
  Strategic Advisor Agreement and receives a 0.86% p.a. fee from Solmate NAV. Pulsar also holds a $250,000 per month advisory contract with the company, currently paused under shareholder pressure.

• Forward Industries: The largest Solana DAT, and prospective acquirers of Solmate at a 30% premium.

• ISS (Institutional Shareholder Services): Independent proxy advisor. 

An index of involved persons and their respective roles has been included at the end of the article

Solmate Makes Public Swing at RockawayX

In a public letter to shareholders published on May 28, Solmate spoke out against RockawayX CEO and former Solmate board member Viktor Fischer, decrying a proposed extraordinary general meeting the firm called a “misguided effort… to create leverage against the Company for his own financial gain”.

Just under a month later, Solmate doubled down. In a June 24 statement, the company said it was protecting shareholders from what it called a "fraudulent campaign" by Viktor Fischer, accusing the RockawayX CEO of trying to exploit Solmate and its assets for personal gain.

The company alleges that Fischer raised $50 million from his own investors, then tried to sell RockawayX into Solmate at a roughly $200 million valuation built on misleading financials. According to Solmate, its board caught the discrepancies during diligence, walked away from the deal, and filed suit in Delaware Superior Court for fraud and intentional misrepresentation.

Solmate's version is that diligence revealed RockawayX's projected profitability leaned heavily on speculative future revenue, unrealized investment marks, and contingent economics that overstated recurring performance.

Brera's Delaware complaint landed on May 29, just three days after RBCH delivered a letter requisitioning a shareholder meeting to remove the entire board. 

On paper, Solmate presents itself as a chivalrous protector of its shareholders, defending them against a “disgruntled” former board member. RBCH litigations suggests Solmate board members dealt themselves discounted shares and diluted shareholders to the tune of $18M in a breach of fiduciary duty.

The Case Against the Board

On June 22, RBCH filed a derivative and direct lawsuit in the Supreme Court of the State of New York, accusing the company's officers and directors of breach of fiduciary duty, shareholder oppression, and a pattern of self-dealing. RBCH stresses that it brought the action in its own name as a 10%-plus shareholder, not Viktor Fischer personally, a direct rebuttal to Solmate's framing of the dispute as one man's campaign.

RBCH alleges that Solmate board members leveraged an exclusive RDO (registered direct offering) to enrich themselves at shareholder expense. On May 21, board members Ron Sade and Keren Maimon personally subscribed for 2.298 million new $SLMT shares at $4.97 each, a block representing 20% of the company's capitalization. No other shareholder was allowed to participate.

According to RBCH's calculations, with Solmate's net asset value sitting above $14 per share, the pair acquired roughly $29 million in NAV for $11.4 million, diluting every other holder by about $18 million. 

In a June 25 statement, RBCH publicly put the discount at more than 65%. The gap between the $4.97 RDO price and Solmate's self-reported NAV of more than $14 a share, meaning the two directors bought the company's underlying $SOL at roughly a third of its stated value. This deal is currently uncontested by Solmate board members.

Additionally, RBCH flagged potential shareholder oppression tactics among board members. Just five days after the closure of the RDO, during which insiders purchased shares at $4.97, the board declined to engage with an all-stock approach from Forward Industries valuing $SLMT at $7.19 per share, a 30.7% premium. By refusing Forward Industries’ acquisition bid, RBCH argues that board members turn down a premium for everyone else, hence the shareholder oppression claim.

Hovering over all of it is Solmate’s recent implementation of a rights agreement, which RBCH has called a poison pill. On April 24, the board adopted a shareholder rights plan with a 9.99% trigger, without putting it to a shareholder vote. This measure makes activist takeover prohibitively expensive, and in the case of Irish Law, blocks singular investors from owning the 10% of shares  required to call an EGM. 

For context, an EGM, or extraordinary general meeting, is a shareholder meeting called outside the normal annual cycle to handle urgent business that cannot wait for the next AGM (Annual General Meeting).

RockawayX alleges that current CEO Ron Sade's employment agreement has never been disclosed, flagging a potential securities-disclosure problem. 

According to RBCH, Solmate’s financials only ask more questions of the firm’s operational practices. It values the Pulsar advisory contract at roughly $6 million, the deal that reportedly drove Brera founder Daniel McClory off the board in January, and alleges that certain directors collect fees worth more than 0.85% of treasury AUM annually on top of salaries, sign-on bonuses, and board fees. 

RBCH further claims four insiders awarded themselves warrants representing more than 15% of the company's equity under a Strategic Advisor Agreement in exchange for no documented services.

Perhaps the most concerning accounts came in the midst of the Solmate PIPE deal. RockawayX claims the Pulsar-affiliated directors sold shares between August and October 2025 at average prices of roughly $31 to $35, against a PIPE price of $4.50, while potentially holding undisclosed information about the raise. If true and timed before disclosure, the perpetrators risk serious securities exposure, though the claim is still unverified.

ISS Encourages Shareholders to Vote Out the Board

The Solmate vs RockawayX saga largely remains a “he said, she said” debacle. However, RBCH’s latest statement points to a report issued by a credibly-neutral third party, ISS, who recommends voting out the existing board.

Accord to today’s RBCH release, the ISS report can be distilled to three key points:

• Solmate’s board is not composed of a majority of independent directors.

• The company lacks formal compensation and nominating committees.

• ISS expresses concerns over the company's adoption of an unnecessarily low short-term poison pill, which is exacerbated by Solmate's current board structure.

Ahead of Solmate’s June 26 annual meeting, ISS recommended that shareholders vote against all five directors standing for re-election.

Solmate's own Form 20-F admits the company failed to maintain effective internal controls over the review, authorization and approval of equity and related party transactions. 

Solmate Board to Vote on its Own Survival

Solmate's annual general meeting lands on June 26, held in Abu Dhabi, and the headline item is the re-election of the same five directors ISS just told shareholders to reject.

The implications of the aforementioned RDO are larger than simply diluting shareholders and enriching participants. In the same way a crypto ‘dev’ mints themselves new tokens, the RDO loaded voting power onto the very board members now seeking re-election.

In practice, this concentration of power is the same entrenchment mechanism the ISS report warned about. A board with no independent majority and a self-adopted poison pill is asking shareholders to approve it using a voting position assembled through the same transactions now under legal challenge.

However, the legal battle runs in both directions. RBCH's New York suit seeks injunctive relief, disgorgement of the insiders' gains, and reversal of the share issuance. Conversely, Solmate's Delaware suit alleges fraud against Fischer and RockawayX. 

For Solmate, the unfolding corporate drama is only the most recent challenge for the embattled DAT. Solmate trades at a dramatically lower price-to-mNAV ratio than rival DATs, and is currently down over 60% on its original $SOL investment.

Who’s Involved?

• Viktor Fischer: RockawayX founder and CEO, former Solmate director.

• Ron Sade: Solmate CEO since May 1, 2026, Pulsar advisor, and board member. Co-buyer in the contested share offering.

• Keren Maimon: Board member, Pulsar affiliate, and the other co-buyer in that offering.

• Erez Simha: The board's lone independent director and audit chair. RockawayX alleges he is a Pulsar appointee. Also sits on the board of Fold Holdings.

• Daniel McClory: Brera's founder and a roughly 7% holder. Resigned from the board in January 2026, reportedly over the Pulsar advisory deal.

Glossary of Corporate Legal Terms for Uninitiated Crypto-Natives

• RDO (Registered Direct Offering): A registered sale of new shares to specific buyers. The May 21 RDO to Sade and Maimon is the center of the self-dealing claim.
• Poison Pill (Shareholder Rights Plan): A defense that penalizes any investor crossing an ownership threshold. Solmate's triggers at 9.99%.
• Derivative Lawsuit: A suit brought by a shareholder on the company's behalf against its own directors and officers.
• Section 13(d) Group: Under US securities law, investors who coordinate to acquire or vote shares must disclose as a group. Solmate alleges RBCH and Forward are an undisclosed one.
• Requisition / EGM: A shareholder's formal demand to convene an extraordinary general meeting, here to remove the board.
• 20-F: The annual report filed by foreign private issuers with the SEC.
• ISS: Institutional Shareholder Services, an independent proxy advisor.

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