NEW YORK, June 29, 2026 (GLOBE NEWSWIRE) -- RBCH Ltd. ("RBCH"), a 10%+ shareholder of Brera Holdings PLC (d/b/a Solmate Infrastructure) (Nasdaq: SLMT) ("Brera" or the "Company"), commented on the outcome of the Company’s Annual General Meeting.
Based on the voting results, four of the Company’s five current directors would not have been re-elected without counting the 2,298,000 shares that two of the directors awarded themselves weeks earlier in the Company’s contested Registered Direct Offering (“RDO”).
Brera has described the result as a "decisive" endorsement of the current Board. The arithmetic tells a very different story.
Excluding the contested RDO shares, approximately 3.0 million shares voted against the re-election of Ron Sade, Keren Maimon, Alyazi Saeed Ahmad Alkhattal Almeheiri, and Tariq Salem Ebraheem Alsaman Alnuaimi, while only approximately 2.6 million shares voted in favor. Without the RDO shares, only Erez Simha would have been re-elected.
Independent external shareholders voted against the Board. The Board survived only because two board members voted shares they had issued to themselves only weeks before the AGM through the contested RDO.
The 2,298,000 RDO shares were issued exclusively to Ron Sade and Keren Maimon at $4.97 per share, approximately 34% of the Company's reported net asset value of $14.70 per share. Those shares, together with warrants representing more than 10% of the Company's equity granted under the Strategic Advisor Agreement, are the subject of RBCH's derivative action filed in the Supreme Court of the State of New York on June 22, 2026. RBCH alleges these securities were issued through conflicted transactions that breached the defendants' fiduciary duties to the Company and its shareholders.
"Independent shareholders voted this board out. Brera's characterization that this vote is a 'decisive victory' is difficult to reconcile with the arithmetic. When a board survives re-election only by counting shares it awarded to itself weeks before the meeting, that is not an endorsement. That is entrenchment,” said a spokesperson for RBCH Ltd. “If that is Brera's definition of a decisive victory, we look forward to presenting a different definition to the Court."
RBCH will pursue its claims in court and will continue to advocate for the independent governance Solmate's Solana strategy deserves.
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.
Contact: press@rockawayx.com
