RBCH Ltd. („RBCH“), the single largest outside shareholder of Brera Holdings PLC (d/b/a Solmate Infrastructure, the “Company” or “Brera”) (Nasdaq: SLMT), today issued the following statement.
The allegations made by Brera Holdings (Solmate) against RockawayX in its June 24, 2026 statement are false, misleading, and a retaliatory response to the derivative lawsuit filed by RBCH Ltd. just days prior. RockawayX disputes these allegations entirely and will defend itself vigorously through appropriate legal channels. Brera’s statement yesterday fails to address any of the specific allegations contained in RBCH’s derivative complaint filed in the Supreme Court of the State of New York on June 22, 2026.
Brera’s statement fails to address the circumstances of the Registered Direct Offering (RDO), in which two directors purchased 2,298,000 Company shares at a price of $4.97 per share, which is a more than 65% discount to the Company’s net asset value price, without an independent fairness opinion, without a competitive process, and without offering any other shareholder the opportunity to participate.
The Company’s statement fails to address why the defendants sold shares at average prices per share between $31-$35, dramatically above the $4.50 per share price upon the closing of the PIPE Transaction in September 2025.
In addition, the Company fails to address the fees totaling more than 0.85% annually of AUM paid to certain of the Company’s directors on top of their salaries, sign-on bonuses and board fees. Nor does the Company’s statement address the $6 million advisory agreement awarded to a purported advisory firm whose principals include the Company’s own directors. The statement also does not address the Strategic Advisor Agreement under which four insiders awarded themselves warrants representing more than 15% of the Company’s equity in exchange for no documented services.
The Company’s statement is silent about the independent recommendation by ISS, the leading proxy advisory firm, for shareholders vote AGAINST all five Brera directors ahead of the June 26 Annual General Meeting, citing lack of board independence, absence of governance committees, and a poison pill that ISS found was designed as „a general defense against shareholder activism“ rather than a legitimate shareholder protection.
These are only a few examples of the misconduct documented in RBCH’s complaint. The Company’s failure to address any of them speaks for itself.
In addition, Brera has also mischaracterized the plaintiff in the derivative action. The lawsuit was filed as a derivative and direct action by RBCH Ltd., not by Viktor Fischer personally. RBCH is a 10%+ shareholder of Brera and is exercising its legitimate rights as a shareholder to seek legal accountability for documented board misconduct. Brera’s statement contains characterizations of RockawayX and its principals that are directly contradicted by Brera’s own public statements. Non-binding acquisition discussions between the two companies were mutually terminated in February 2026 with no allegations of wrongdoing by either party. Brera’s allegations surfaced only after RBCH submitted an Emergency General Meeting (EGM) requisition demanding board accountability in May 2026.
RBCH remains committed to protecting shareholder value and supporting Solmate to execute on its founding mission.