NEW YORK, June  25, 2026  (GLOBE NEWSWIRE) -- RBCH Ltd. (&#34;RBCH&#34;), the single largest outside shareholder of Brera Holdings PLC (d/b/a Solmate Infrastructure, the &#34;Company&#34; or &#34;Brera&#34;)

SLMT

RBCH Ltd. Responds to Brera Holdings Statement

RBCH derivative suit sparks governance concerns for Brera; SLMT risk rises

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>NEW YORK, June  25, 2026  (GLOBE NEWSWIRE) -- RBCH Ltd. (&amp;#34;RBCH&amp;#34;), the single largest outside shareholder of Brera Holdings PLC (d/b/a Solmate Infrastructure, the &amp;#34;Company&amp;#34; or &amp;#34;Brera&amp;#34;)</p>
  </section>

  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>RBCH alleges Brera’s governance lapses and undisclosed terms, signaling activist risk for SLMT. The filing cites a $4.97 RDO price, a $4.50 PIPE close, insider selling, and fees to insiders, while ISS urges opposing Brera directors. Near-term SLMT may face volatility as governance questions and legal updates unfold.</p>
  </section>

  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>RBCH files derivative suit alleging Brera governance misconduct.</li><li>RDO: two Brera directors bought 2,298,000 Brera shares at $4.97.</li><li>Directors sold shares at $31–$35; PIPE closed at $4.50.</li><li>ISS urged voting against all Brera directors ahead of AGM.</li><li>RBCH cites AUM fees, $6M advisory, and 15% equity warrants.</li></ul>
  </section>

  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Brera Holdings PLC (SLMT)</strong>: Governance concerns cited; potential negative impact on SLMT sentiment and share price.</li><li><strong>RBCH Ltd. (RBCH)</strong>: Largest outside shareholder; derivative lawsuit signals activist pressure on Brera.</li><li><strong>ISS (prox advisory) (ISS)</strong>: Recommended voting against Brera directors; could influence AGM outcomes and Brera stock volatility.</li></ul>
  </section>

  <section data-block="category">
    <h3>Legal</h3>
    <p>Category: Legal. The content centers on a derivative lawsuit and governance allegations, which can influence shareholder perception and Brera-related assets like SLMT through sentiment and potential governance changes.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Brera governance and litigation developments could drive SLMT price swings.</li><li>ISS proxy vote recommendation may amplify activist risk and volatility.</li><li>Disclosures around RDO/PIPE terms and related-party transactions could shift sentiment.</li><li>June 26, 2026 AGM updates and Brera disclosures are key near-term catalysts.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Derivative complaint filed June 22, 2026 in New York Supreme Court.</li><li>RDO: two Brera directors bought 2,298,000 shares at $4.97 each.</li><li>PIPE transaction closed in Sept 2025 at $4.50 per share.</li><li>Fees: 0.85% of AUM annually; $6 million advisory agreement cited.</li><li>ISS recommended voting against all Brera directors ahead of AGM on June 26, 2026.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term SLMT volatility expected on Brera governance headlines; monitor AGM outcomes and legal updates.</p>
  </section>
</section>


<link type="text/css" rel="stylesheet" href="https://www.globenewswire.com/styles/gnw_nitf.css"></link><p>NEW YORK, June  25, 2026  (GLOBE NEWSWIRE) -- RBCH Ltd. (&#34;RBCH&#34;), the single largest outside shareholder of Brera Holdings PLC (d/b/a Solmate Infrastructure, the "Company" or "Brera") (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/SLMT">SLMT</a>), today issued the following statement.</p>  <p>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.</p>  <p>Brera&#39;s statement yesterday fails to address any of the specific allegations contained in RBCH&#39;s derivative complaint filed in the Supreme Court of the State of New York on June 22, 2026.</p>  <p>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&#39;s net asset value price, without an independent fairness opinion, without a competitive process, and without oﬀering any other shareholder the opportunity to participate.</p>  <p>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.</p>  <p>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&#39;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&#39;s equity in exchange for no documented services.</p>  <p>The Company’s statement is silent about the independent recommendation by ISS, the leading proxy advisory firm, for shareholders to 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 &#34;a general defense against shareholder activism&#34; rather than a legitimate shareholder protection.</p>  <p>These are only a few examples of the misconduct documented in RBCH’s complaint. The Company&#39;s failure to address any of them speaks for itself.</p>  <p>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&#39;s statement contains characterizations of RockawayX and its principals that are directly contradicted by Brera&#39;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.</p>  <p>RBCH remains committed to protecting shareholder value and supporting Solmate to execute on its founding mission.</p>  <p><strong>ABOUT RockawayX and RBCH LTD.</strong></p>  <p>RockawayX is a global digital asset firm operating across three divisions: 1) asset management, 2) liquidity and 3) infrastructure. RockawayX Asset Management invests in early stage infrastructure businesses and DeFi protocols forming the foundation of the new on-chain financial system. RockawayX Liquidity generates yield on-chain by lending capital to DeFi protocols and applications. It also operates market making and solver divisions that power major cross-chain settlement layers. RockawayX Infrastructure runs bare-metal hardware blockchain nodes and validators that the firm owns and operates, and develops bespoke software and hardware solutions. RockawayX has been an early supporter and investor in Solana since 2018. RockawayX is part of the Rockaway Capital group, an asset manager operating several open-ended investment funds in Private Equity and Tech. RBCH Ltd. is an investment vehicle managed by Rockaway Blockchain GP Ltd., a wholly owned subsidiary of RockawayX a.s.</p> <img alt="" class="__GNW8366DE3E__IMG" src="https://www.globenewswire.com/newsroom/ti?nf=MTAwMTIwOTY0MSM0MDI0MzQzOTcjMjMxMjE5NA=="></img> <br></br><img alt="" src="https://ml-eu.globenewswire.com/media/NTg1ZGNiZWUtYzMwZS00MzBiLTg2NTYtN2VkZWZkYTIwOTMwLTEzMjM3NDQtMjAyNi0wNi0yNS1lbg==/tiny/RockawayX.png" referrerpolicy="no-referrer-when-downgrade"></img><pre>press@rockawayx.com</pre>

RBCH alleges Brera’s governance lapses and undisclosed terms, signaling activist risk for SLMT. The filing cites a $4.97 RDO price, a $4.50 PIPE close, insider selling, and fees to insiders, while ISS urges opposing Brera directors. Near-term SLMT may face volatility as governance questions and legal updates unfold.

RBCH Ltd. Responds to Brera Holdings Statement

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Legal

Related News