Forward Industries, Brera Holdings (Solmate), and RockawayX: Legal Dispute, Undisclosed Group Allegations, and Implications for Shareholders

Key Points in the Report

• Brera Holdings PLC (d/b/a Solmate Infrastructure Public Ltd.) has sent a formal demand letter to Forward Industries, RockawayX, and associated parties, alleging undisclosed “group” activity under Section 13(d) of the Securities Exchange Act of 1934.
• Brera is accusing Forward, RockawayX, Viktor Fischer, RBCH Ltd., Jakub Havrlant, and Rockaway Blockchain Fund I, L.P., among others, of coordinated actions to influence or obtain control of the company without making required public disclosures.
• The letter demands immediate disclosure of any agreements, communications, and coordinated activities related to Solmate, including any plans for acquisition or board control.
• Failure to comply could result in legal action, including requests for injunctive relief, voting restrictions, and referrals to regulatory authorities such as the SEC, Nasdaq, and the Irish Takeover Panel.
• Brera has filed a lawsuit against RockawayX and Viktor Fischer, alleging fraud, intentional interference with economic relationships, and unjust enrichment related to a failed acquisition deal.

Details Investors and Shareholders Should Know

Potentially Price-Sensitive Information

1. Alleged Undisclosed Group Activity:
   • Brera alleges that Forward Industries, RockawayX, and their affiliates have been acting in concert to influence or take control of Solmate, without disclosing their group status as required under Section 13(d).
   • This includes a recent board-removal campaign by RBCH and affiliates, followed by an unsolicited acquisition proposal from Forward Industries.
   • The parties reportedly have business ties, including co-investment in OnRe, and may have coordinated actions regarding Solmate’s board and acquisition.
2. Legal Demands and Threats of Action:
   • Brera demands that the involved parties disclose all agreements, communications, and coordinated actions regarding Solmate, and file or amend all required disclosures with the SEC.
   • The company demands a halt to all further activity relating to Solmate shares until disclosures are made, and preservation of all related documents and communications.
   • Failure to comply will lead to potential legal and regulatory actions, including injunctive relief and possible restrictions on voting and acquisitions.
3. Fraud Lawsuit Against RockawayX and Viktor Fischer:
   • Brera has filed a lawsuit in Delaware Superior Court against RockawayX, RockawayX Holding, and Viktor Fischer for alleged false and misleading financial representations in a failed acquisition deal.
   • Brera claims it was induced to pursue a significant acquisition based on misrepresented financials, which later proved to be speculative and overstated.
   • The collapse of the deal caused substantial transaction costs, reputational harm, and market impact for Brera, with damages claimed to exceed millions of dollars.
   • Claims include fraud, intentional interference with economic relationships, and unjust enrichment. Brera seeks actual, compensatory, rescissory, and punitive damages, as well as costs and attorneys’ fees.
4. Implications for Shareholders:
   • If the allegations are substantiated, the involved parties may be subject to regulatory sanctions, and possible changes in board composition or control could result.
   • The outcome of this dispute may impact the valuation, reputation, and strategic direction of Brera Holdings (Solmate), Forward Industries, and RockawayX.
   • Failure to disclose coordinated activity (if proven) could lead to restrictions, penalties, or forced corrective actions, all of which could have material effects on share price and investor confidence.
5. Timeline and Urgency:
   • Brera has demanded written confirmation of compliance by June 15, 2026, indicating imminent potential for escalation if demands are not met.

Comprehensive Summary

Brera Holdings PLC (Solmate Infrastructure Public Ltd.) has escalated its ongoing conflict with Forward Industries, RockawayX, and associated parties by issuing a formal demand letter through its legal counsel, Paul Hastings LLP. The letter accuses Forward Industries, Viktor Fischer, RockawayX, RBCH Ltd., Jakub Havrlant, and Rockaway Blockchain Fund I, L.P. of acting in concert to influence or gain control of Solmate in violation of Section 13(d) disclosure requirements.

The dispute centers around a series of events that began with a board-removal campaign initiated by RBCH and affiliates, followed by an unsolicited all-stock acquisition proposal from Forward Industries. Brera notes that Forward and RockawayX have a history of collaboration, including a recent co-investment in OnRe, and alleges that their actions with respect to Solmate may be coordinated.

Brera is demanding immediate disclosure of all agreements, arrangements, and communications relating to Solmate, and is threatening legal and regulatory action—including seeking injunctive relief and reporting to securities regulators—should the parties fail to comply by June 15, 2026.

In a parallel legal action, Brera has filed a lawsuit in Delaware Superior Court against RockawayX, RockawayX Holding, and Viktor Fischer, alleging that they induced Brera to pursue a major acquisition based on inflated and misleading financial representations. The suit accuses the defendants of fraud, intentional interference with economic relationships, and unjust enrichment, and seeks damages believed to exceed millions of dollars.

For shareholders and investors, these developments are highly material and potentially price-sensitive. The dispute could lead to changes in board composition, regulatory sanctions, reputational damage, and significant financial consequences for all parties involved. The outcome of these actions may affect the share prices of Brera Holdings (Solmate) and Forward Industries, as well as the future of any acquisition or control contests involving these companies.

Disclaimer

This article is for informational purposes only and does not constitute financial or legal advice. Investors should conduct their own due diligence and consult a professional advisor before making any investment decisions. The situation described involves ongoing legal proceedings and regulatory matters, the outcome of which is uncertain and may materially affect the companies mentioned.

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