RBCH Disputes Brera Holdings Allegations, Claims They Are False
RBCH, the single largest outside shareholder of Brera Holdings issued a statement, which read, "The allegations made by Brera Holdings against RockawayX in its June 24 statement are false, misleading, and a retaliatory response to the derivative lawsuit filed by RBCH 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. Brera's statement fails to address the circumstances of the Registered Direct Offering, 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 $6M 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 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 '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, 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 requisition demanding board accountability in May 2026."
Trade with 70% Backtested Accuracy
Analyst Views on SLMT
About SLMT
About the author

- Board Election Controversy: At Brera Holdings PLC's Annual General Meeting, RBCH highlighted that without counting the 2,298,000 shares awarded to two directors, four board members would not have been re-elected, indicating significant discontent among independent shareholders.
- Voting Results Analysis: The voting results revealed approximately 3.0 million shares opposed the re-election of Ron Sade and three others, while only about 2.6 million shares supported them, suggesting a severe lack of confidence in the current board and questioning the characterization of the outcome as a 'decisive victory'.
- Legal Action Initiated: RBCH filed a lawsuit in the Supreme Court of New York on June 22, 2026, alleging that the issuance of these shares breached the fiduciary duties of the directors, seeking an independent review of the board's governance to protect the interests of the company and its shareholders.
- Strategic Investment Context: As a 10%+ shareholder in Brera, RBCH emphasizes its commitment to corporate governance, arguing that the board's survival relies on self-awarded shares, which could undermine future investor confidence and raise concerns about the company's governance structure.
- Voting Results: At the 2026 Annual General Meeting, shareholders re-elected all five director nominees with a turnout of 71.49%, and support ranging from 62% to nearly 70%, demonstrating strong confidence in the Board despite RBCH's control campaign.
- Rejection of Control Campaign: The campaign led by RBCH and CEO Viktor Fischer failed to gain shareholder support, being perceived as a self-interested attempt, with shareholders clearly rejecting this effort through their votes, indicating robust backing for the Board.
- Financial Review and Decision-Making: The Board's rejection of Fischer's proposal to sell RockawayX, based on inflated valuations, reflects a thorough review process and prudent decision-making, reinforcing the Board's commitment to the company's best interests.
- Future Action Plan: The Company intends to take appropriate actions to protect its and its shareholders' interests while pursuing claims against Fischer and RockawayX, with CEO Ron Sade emphasizing a focus on long-term growth without distraction from external pressures.
- Shareholder Lawsuit Context: RBCH Ltd., the largest outside shareholder of Brera Holdings, categorically denies the allegations made by Brera, labeling them as retaliatory responses to RBCH's derivative lawsuit, highlighting the company's governance vulnerabilities.
- Equity Transaction Controversy: Brera's failure to address the purchase of 2,298,000 shares by two directors at $4.97 each, representing over a 65% discount, raises significant concerns about transparency and fairness, potentially undermining investor confidence.
- Board Independence Issues: ISS's recommendation for shareholders to vote against all five directors at the upcoming annual meeting due to lack of independence and governance committees reflects serious deficiencies in corporate governance, which may lead to shareholder dissatisfaction with management.
- Legal Accountability Pursuit: RBCH, as a shareholder owning over 10%, is exercising its legitimate rights to seek legal accountability for documented board misconduct, an action that could have profound implications for Brera's shareholder value and future strategic direction.
- Disclosure of Holdings: Brera Holdings Plc's latest disclosure as of June 23, 2026, reveals that its directors collectively hold 1,443,866 ordinary shares, representing 13.09% of the issued share capital, indicating stability and shareholder confidence in the company.
- Director Shareholdings: Alyazi Saeed Ahmad Alkhattal Almheiri holds 176,650 shares, Erez Simha holds 3,248 shares, and Keren Maimon holds 1,337,997 shares, reflecting the board's confidence in the company's future growth prospects.
- Derivatives Positions: The directors of Brera Holdings Plc also hold 103,221 shares in stock-settled derivatives, suggesting a bullish outlook on the company's stock price, which may influence future investment decisions.
- Compliance and Transparency: This disclosure adheres to the requirements of the Irish Takeover Rules, enhancing market trust in Brera Holdings Plc and potentially attracting more investor interest in the company.
- Lawsuit Background: Brera Holdings PLC is currently addressing a fraudulent lawsuit initiated by Viktor Fischer of RockawayX, which seeks to extract approximately $200 million from the company, aiming to protect the interests of the company and its shareholders from personal exploitation.
- Market Impact: The lawsuit has significantly discounted the company's valuation, negatively affecting market perception and leading to a loss in shareholder value due to the uncertainty surrounding the situation.
- Board Actions: The Board identified misleading financial statements through due diligence, chose to walk away from the transaction with RockawayX, and filed a lawsuit in Delaware alleging fraud and intentional misrepresentation to safeguard shareholder interests.
- Future Outlook: The company remains committed to focusing on business growth and is optimistic that once the current issues are resolved, the market will reassess its true value based on fundamentals and prospects rather than the negative impact of Mr. Fischer's actions.
- Shareholder Lawsuit: RBCH Ltd., a 10%+ shareholder of Brera Holdings PLC, has filed a derivative lawsuit in New York Supreme Court against current officers and directors for breach of fiduciary duty, alleging tens of millions in damages, highlighting severe governance failures within the company.
- Board Self-Dealing: On May 21, 2026, Brera's board approved the issuance of 2,298,000 Class B Ordinary Shares at $4.97 each to two board members, representing a 34% discount, allowing them to acquire approximately $29 million in shares for only $11.4 million, significantly harming other shareholders' interests.
- Governance Advisor Recommendation: Independent proxy advisor ISS has recommended shareholders vote against the re-election of all five Brera directors at the upcoming AGM, citing lack of board independence and serious internal control weaknesses, thereby validating RBCH's governance concerns.
- Annual Meeting Arrangement: Brera's Annual General Meeting is scheduled for June 26, 2026, where RBCH urges shareholders to withhold support from self-interested directors, aiming to protect long-term shareholder value and calling for constructive engagement with the board to address governance issues.







