RBCH Ltd. Comments on Solmate’s First-Half 2026 Financial Results

NEW YORK, Oct. 26, 2026 (GLOBE NEWSWIRE) -- RBCH Ltd. (“RBCH”), a holder of more than 10% of the shares of Brera Holdings PLC (d/b/a Solmate Infrastructure) (Nasdaq: SLMT) (the “Company” or “Solmate”) and its largest outside shareholder, today commented on the Company’s unaudited condensed consolidated financial statements for the six months ended June 30, 2026, furnished to the Securities and Exchange Commission on September 25, 2026.

After carefully reviewing the H1 2026 financial statements and the financial and operational state of Solmate, RBCH seeks to bring several concerns to the attention of all shareholders. RBCH also believes that the Company’s communications to its investors about its business – how the Company manages its costs, the extent to which Company’s insiders have consolidated effective control over the Company, and how the Company claims to run bare-metal validators with zero commission in the UAE – fall short of adequately and accurately describing the realities reflected in Solmate’s financial statements.

The H1 2026 financial statements show that:

RBCH believes every shareholder should be aware of these issues and that the Board owes shareholders an explanation. RBCH hopes the Company will respond to this release by directly addressing its results and the performance objections raised around dilution of SOL per share and related party arrangements, not merely by attacking RBCH or RockawayX, as it has done previously.

1) The Company spends almost four times what it earns, far more than its industry peers, and much of the spending goes to related parties

2) SOL per share fell 22% in the first half of 2026

The goal of a Solana treasury company is to continuously increase the amount of SOL it holds per share. Over the six months to June 30, 2026, Solmate’s share count rose 34% and its SOL per share fell 22% (from approximately 0.148 to approximately 0.115).

3) Related party arrangements and charges have come to dominate the Company’s business

Charges to related parties (directors, executives and companies connected to them) were $3.4 million, plus $0.8 million of share-based awards: $4.3 million in total for the first six months of 2026, more than the Company’s revenue of $3.1 million over the same period. That is on top of approximately $307 million of equity-based compensation granted to the Strategic Advisors in 2025.

Strategic Advisor Agreement. Four directors, including Mr. Sade and Ms. Maimon, joined the Board at the closing of the September 2025 PIPE. Together with Guy Hirsch, these directors are Strategic Advisors under a 10-year agreement that pays the Strategic Advisors a cash fee of approximately 1% of the value of the Company’s total SOL under management per year, plus warrants.

May 2026 registered direct offering. On May 21, 2026, the Company agreed to sell 2,298,000 new shares at $4.97 per share to Mr. Sade, appointed CEO three weeks earlier, and Ms. Maimon. The new shares represented approximately 21% of the Company after the issuance, and Mr. Sade and Ms. Maimon are reported as each holding approximately 12%.

Other insider arrangements. On June 1, 2026, the annual meeting record date, the Company granted Mr. Sade an equity award that delivers shares worth $1.6 million for each milestone reached, with no maximum number of tranches over its five-year term. The award milestones are tied to share price, not to SOL per share, the measure that other DATs report and target. Additionally, on August 10, 2026, the Company entered into a consulting agreement with Mr. Hirsch, and on August 17, 2026 it paid $50,000 for 99% of a Cayman Islands company wholly owned by him. The fee under the consulting agreement and the purpose of the acquisition have not been disclosed.

RBCH believes the Board should explain how these arrangements serve shareholders.

4) Late filings and undisclosed related party shareholders raise further questions about the Company’s management and oversight

The Company’s failure to meet basic filing obligations has exposed it to approximately $7 million in liquidated damages, and it fails to name related party shareholders.

5) The Company continues to issue public statements that are untrue and misleading to investors

RBCH Contends that the May 2026 Registered Direct Offering Was Improper and Against the Best Interests of Shareholders

On June 22, 2026, RBCH initiated litigation in the Supreme Court of the State of New York against the Company’s CEO and the Company’s other directors, challenging the May 2026 share issuance and other actions by the Board. The action asserts a derivative claim on behalf of the Company for breach of fiduciary duty, as well as direct claims for shareholder oppression and related relief, arising from what RBCH believes is a systematic pattern of self-dealing, of which the May 2026 share issuance is a principal example. Among other relief, the action seeks rescission of the shares issued in that offering and an order preventing them from being voted.

On May 29, 2026, the Company filed a lawsuit in Delaware against affiliates of RBCH arising from prior business combination discussions between the Company and RockawayX, an RBCH affiliate, that did not proceed. In the lawsuit, the Company accuses RBCH of providing incorrect information to the Company during the discussions. RBCH strenuously disputes the Company’s allegations in the Delaware lawsuit, believes the lawsuit is without merit, and believes the lawsuit was initiated by Solmate in retaliation for RBCH’s efforts in May 2026 to convene an extraordinary general meeting to push the Board to remedy its self-dealing transactions and lack of independence. Importantly, however, the Delaware litigation has no bearing on the Company’s performance reflected in the H1 financial results or the issues described in this press release. The proposed transaction between the Company and RBCH was ultimately abandoned, and the Company’s allegations do nothing to address its current performance or trajectory for the benefit of its shareholders.

RBCH has been actively exploring and proposing pathways to resolve the litigation in New York and Delaware, outside of court, that can address investors’ legitimate claims and restore investor confidence in the Company.

The Board Must Address These Governance and Operational Problems for the Sake of Solmate and Its Shareholders

The need for reform is clear. RBCH calls on the Board to take the following steps immediately to correct the Company’s course and restore shareholder value:

RBCH calls on the Board to engage constructively with shareholders to address the concerns raised in this press release and to protect and enhance long-term shareholder value. RBCH remains willing to engage with the Board on the matters raised in this release and to answer any questions that other shareholders may have.

About RBCH and RockawayX

RockawayX is a global digital asset firm operating across three divisions: asset management, liquidity and infrastructure. RockawayX Asset Management invests in early stage businesses and DeFi protocols. RockawayX Liquidity generates yield on-chain by lending capital to DeFi protocols and applications and operates market making and solver divisions that power major cross-chain settlement layers. RockawayX Infrastructure runs bare-metal blockchain nodes and validators that the firm owns and operates, and develops bespoke software and hardware solutions. RockawayX has been an 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 technology. RBCH Ltd. is an investment vehicle managed by Rockaway Blockchain GP Ltd., a wholly owned subsidiary of RockawayX a.s. RockawayX’s core value is “Truth will always prevail,” the motto adopted by Tomas Garrigue Masaryk, the founding father of Czechoslovakia, and echoed by Vaclav Havel during the Velvet Revolution.

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1 Based on the EUR-USD exchange rate at December 31, 2025.