RBCH Ltd. Files Derivative Lawsuit Against Brera Holdings PLC Directors and Officers for Breach of Fiduciary Duty, Shareholder Oppression, and Self-Dealing
Calls on the Board to Engage Constructively with Shareholders to Address Governance Concerns and Protect Long-term Shareholder Value
ISS, An Independent Proxy Advisor, Recommends Shareholders Vote Against the Brera Board
NEW YORK, June 22, 2026 (GLOBE NEWSWIRE) -- RBCH Ltd. ("RBCH"), a 10%+ shareholder of Brera Holdings PLC (d/b/a Solmate Infrastructure) (Nasdaq: SLMT) ("Brera" or the "Company"), today announced that it has filed a derivative lawsuit, on behalf of the Company, against its current officers and directors (the “Defendants”), for breach of fiduciary duty, shareholder oppression, and related claims arising from a systematic pattern of self-dealing that has caused tens of millions of dollars in harm to the Company and its shareholders. The complaint was filed today in the Supreme Court of the State of New York, New York County, by RBCH Ltd., represented by Binder & Schwartz LLP. RBCH is the single largest outside shareholder of Brera, having committed $50 million in the Company's September 2025 $300 million PIPE Transaction. Since the investment, the Company's officers and directors have used the investor capital to enrich themselves through a series of conflicted, and wasteful transactions, while simultaneously deploying defensive measures, including baseless claims against RBCH and other concerned parties, to entrench their positions and prevent shareholders from taking corrective action.
Principal Concern - Board Self-Dealing
The principal concern is the recent registered direct offering (the "RDO") that Brera announced on May 21, 2026. Under the RDO, the conflicted Board approved the sale and issuance of 2,298,000 Class B Ordinary Shares — approximately 21.4% of the post-issuance capitalization — to two of its own members: Ron Sade, who had been appointed CEO only three weeks earlier, and Keren Maimon. The steeply discounted purchase price of $4.97 per share represented approximately 34% of net asset value. In effect, two of the Defendants acquired shares with an attributed net asset value of approximately $29 million for only $11.4 million.
A number of striking features of the transaction demonstrate how it has enriched insiders at the expense of all other shareholders. No other shareholder or third party was offered the opportunity to participate, as the RDO was reserved exclusively for the two conflicted insiders. Nor could any other shareholder acquire a comparable position on the open market, because on April 24, 2026, the same conflicted Board adopted a poison pill effectively barring any other shareholder from crossing 9.99% ownership without the Board's approval. The RDO was also carried out with no underwriter and no fairness opinion. Then, just five days after the RDO closed, the conflicted Board refused to engage in discussions with Forward Industries, Inc. regarding its non-binding offer for an all-stock transaction at $7.19 per share — a 30% premium.
Additional Examples of the Board’s Self-Dealing Conduct
Other examples of self-dealing by the Defendants include, among others, a strategic advisor agreement under which the defendants awarded themselves warrants representing approximately 10.7% of the Company’s equity and recurring cash fees amounting to 0.85% per annum of the Company’s Solana assets under management for 10 years; an advisory services agreement paying $250,000 per month to an entity affiliated with the Defendants, for no documented deliverables; additional compensation for the Defendants, such as a $200,000 signing bonus to Defendant Ron Sade upon his appointment as CEO, along with a $450,000 salary per annum, and an undisclosed equity grant. Another example occurred upon the closing of the PIPE in September 2025, when three of the Defendants sold their shares at a price above $33 per share seemingly in breach of the Company’s Insider Trading Policy, which required CFO approval of the sale, and while all other PIPE investors were under lock-up restrictions.
The conflicted Board went even further on April 24, 2026, when it implemented a Rights Agreement (or a poison pill), prohibiting any person of group from acquiring beneficial ownership of more than 9.99% (or 20% in the case of existing 13G shareholders) without the prior approval of the conflicted Board. So far it appears that the conflicted Board granted approval to exceed the threshold to the two Defendants who participated in the RDO. The poison pill, by failing to provide any meaningful check on the conflicted Board’s discretion to provide waivers to Board members or other favored parties, has the effect of entrenching the conflicted Board and boxing out all other shareholders.
In another example of entrenchment, the Board scheduled the Annual General Meeting (the “AGM”) and set its record date just 4 days after the RDO closed to allow the two Defendants to vote their RDO shares in their favor at the AGM. All of the above has occurred at a time when the PIPE investors, who funded the Company with $300 million in September 2025, are unable to sell their shares, because the conflicted Board abdicated its duty to ensure the timely filing of the Company's Annual Report on Form 20-F, which was due on April 30, 2026. The report was not filed until May 15, 2026. As a result, the PIPE registration statement lapsed, rendering the PIPE shares illiquid until the SEC acts. Liquidated damages for this lapse continue to accrue.
Taken together, these self-interested, entrenching, and value-extracting actions by the Defendants have driven a 90% decline in the value of the PIPE investors' investment — making Solmate one of the worst-performing Solana DATs in the market. Under the current Board, no new investors have been brought in, no new stakeholders have been identified, and no asset management strategy has been deployed to generate additional yield. Far from advancing its stated mission, Brera is doing nothing to support or strengthen the Solana ecosystem.
Independent Proxy Advisor Validates RBCH's Governance Concerns
On June 16, 2026, ISS, a leading proxy advisory firm, recommended that shareholders vote against all five Brera directors standing for re-election at the AGM on June 26, 2026. ISS cites the lack of board independence, absence of key governance committees, and a poison pill that ISS found was designed to entrench the board, rather than protect shareholders. Critically, ISS independently flagged a material weakness in the Company's internal controls over “the review, authorization and approval of equity and related party transactions” — a finding that directly implicates the Board's approval of the sale of RDO shares exclusively to Ron Sade and Keren Maimon at $4.97 per share, without independent oversight or a fairness opinion. The ISS recommendation was reached without any input from RBCH and reflects an independent assessment of the same governance failures at the center of this lawsuit.
Brera’s Annual General Meeting on June 26, 2026
The Company's Annual General Meeting is scheduled for June 26, 2026. Ron Sade and Keren Maimon are among the five directors standing for re-election. The lawsuit contends that Sade and Maimon should be enjoined from voting the 2,298,000 shares they acquired in the RDO at $4.97 per share, on the grounds that those shares were improperly issued through a conflicted process that violated their fiduciary duties to the Company and its shareholders.
The record date for the AGM was June 1, 2026, a mere three business days after the RDO closed on May 27, 2026. RBCH alleges this timing was a deliberate attempt to ensure that the shares improperly issued to Sade and Maimon in the RDO could be used to further entrench the current Board. RBCH urges all shareholders to withhold support from Ron Sade and Keren Maimon at the June 26, 2026 Annual General Meeting and calls on the Board to engage constructively with shareholders to address the governance concerns raised in this action.
Brera’s Retaliation Narrative
Brera has characterized RBCH's governance concerns as motivated by a failed business transaction. Brera's lawsuit against RockawayX and Viktor Fischer, alleging misrepresentations, was filed in Delaware on May 29, 2026, three days after RBCH submitted its governance requisition letter to the Board. Brera's negative characterizations of RBCH began only after RBCH formally demanded accountability from the Board. Before that, Brera's own public statements contradict the fraud narrative it now advances against RockawayX. RockawayX considers these allegations a litigation tactic designed to obscure the Board's own conduct and will defend itself vigorously through the appropriate legal channels.
Brera has separately alleged that RBCH and Forward Industries, Inc. have been acting as an undisclosed Section 13(d) group. RBCH categorically denies this allegation. RBCH's push for accountability and Forward's independent acquisition proposal are separate actions by unrelated parties who have independently reached the same conclusion: that this Board is not acting in shareholders' interests.
ABOUT RockawayX and RBCH LTD.
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.
press@rockawayx.com
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