[8-K] Forward Industries, Inc. Reports Material Event
8-K Event Classification
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 15, 2026 (
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On June 12, 2026, Forward Industries, Inc. (“Forward Industries”) received a letter (the “Letter”) from the legal counsel of Brera Holdings PLC (d/b/a Solmate Infrastructure Public Ltd.) (the “Company”), which included contentions that Forward Industries has been acting in concert with Viktor Fischer, RockawayX, RBCH Ltd. and their affiliates as an undisclosed “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5 and that failure to disclose such group, among other things, would constitute a violation of federal securities laws. On June 15, 2026, Forward Industries responded to the Letter (the “Response”).
As detailed in the Response, Forward Industries believes these contentions are meritless. A copy of the Letter and the Response are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference herein.
Forward-Looking Statements
Certain statements in this communication constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “intend,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to Forward Industries’ indicative, non-binding proposal to Brera Holdings PLC and any potential transaction therefrom. Each forward-looking statement contained in this communication is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to Forward Industries’ operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of Forward Industries’ common stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which Forward Industries does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in Forward Industries’ filings with the Securities and Exchange Commission. The forward-looking statements in this communication speak only as of the date of this document, and Forward Industries undertakes no obligation to update or revise any of these statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 99.1 | SLMT Letter sent on June 12, 2026 | |
| 99.2 | FWDI Response sent on June 15, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORWARD INDUSTRIES, INC. | |||
| Date: June 16, 2026 | By: | /s/ Michael Pruitt | |
| Name: Michael Pruitt | |||
| Title: Interim Chief Executive Officer | |||
| 3 |
Exhibit 99.1
1-213-683-6113
scottcarlton@paulhastings.com
June 12, 2026
VIA E-MAIL
Forward Industries, Inc.
111 Congress Avenue, Suite 500
Austin, Texas 78701
Attn: Michael Pruitt, Interim Chief Executive Officer
Attn: Georgia Quinn, General Counsel
Viktor Fischer
RockawayX
Generála Píky 430/26
160 00 Prague
Czech Republic
viktor.fischer@rockawayx.com
| Re: | Undisclosed Section 13(d) Group Activity Relating to Brera Holdings PLC / Solmate Infrastructure Public Ltd. |
Dear Mr. Pruitt, Ms. Quinn and Mr. Fischer:
We write on behalf of Brera Holdings PLC / Solmate Infrastructure Public Ltd. (“SLMT” or the “Company”) regarding Forward Industries, Inc.’s June 1, 2026 unsolicited acquisition proposal and the ongoing campaign by Viktor Fischer, RockawayX, RBCH Ltd. and their affiliates to influence or obtain control of the Company.
The facts strongly indicate that Forward, Mr. Fischer, RockawayX, RBCH Ltd., Jakub Havrlant, Rockaway Blockchain Fund I, L.P. and/or their respective affiliates have been acting together with respect to SLMT and its securities. If so, they have formed an undisclosed “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5. Their failure to disclose that group, its members, its aggregate beneficial ownership, its agreements and understandings, and its plans for the Company would constitute serious violations of the federal securities laws.
The sequence of events is telling. On May 26, 2026, RBCH and its affiliates delivered a requisition notice seeking to remove and replace the entire SLMT Board. That campaign followed Mr. Fischer’s resignation from the Board and the Board’s decision not to proceed with a proposed transaction involving RockawayX. Less than a week later, Forward submitted an unsolicited all-stock proposal to acquire the entire Company. Forward’s proposal sought accelerated diligence and execution, along with demanding confidentiality.
But Forward and RockawayX are not strangers. On May 5, 2026, Forward publicly announced that it had made a strategic investment in OnRe alongside RockawayX and that the two firms co-led OnRe’s $5 million Series A financing. We also understand that, during due diligence involving SLMT, RockawayX presented OnRe as a company that had been incubated by RockawayX, forming OnRe under RockawayX umbrella, and later spinning it off as an independent entity. These relationships, including the public co-investment, together with Forward’s June 1 proposal and RBCH/RockawayX’s contemporaneous board-control campaign, raises obvious questions as to whether Forward, RockawayX, Viktor Fischer, RBCH and their affiliates have coordinated with respect to SLMT, its securities, its Board, or a potential change-of-control transaction.
| 1 |
Michael Pruitt
Georgia Quinn
Viktor Fischer
June 12, 2026
Page 2
Section 13(d) exists so that shareholders and the market can know who is seeking to influence or control a public company. A group may be formed when two or more persons agree to act together for the purpose of acquiring, holding, voting or disposing of issuer securities. The agreement need not be written. It may be established through communications, understandings, parallel conduct, coordinated timing, shared objectives, or other facts showing that the parties are acting together.
Here, the available facts point to coordinated action. RBCH and its affiliates launched a board-removal campaign. Mr. Fischer and RockawayX have a direct history with the Company and the transaction the Board declined to pursue. In connection with this transaction SLMT has filed a lawsuit against RockawayX and Mr. Fischer, which includes claims for fraud, intentional interference with prospective economic relationships, and unjust enrichment, and seeks damages, fees, costs, and interest. Enclosed is a copy of the operative Complaint.
RockawayX also appears to have had a direct connection to assets and entities reviewed in SLMT’s diligence process, including a potential acquisition interest in OnRe. Forward then delivered a proposal that appears tailored to advance the same objectives and protect the same participants. Yet the public filings do not disclose any group involving Forward, Mr. Fischer, RockawayX, RBCH, Mr. Havrlant, Rockaway Blockchain Fund I, L.P. or their affiliates.
That is unacceptable. SLMT shareholders are entitled to know whether Forward’s proposal is independent or part of a coordinated effort with Mr. Fischer, RockawayX and RBCH to acquire, influence or control the Company.
Accordingly, the Company demands that Forward, Mr. Fischer, RockawayX, RBCH, Mr. Havrlant, Rockaway Blockchain Fund I, L.P. and all affiliated reporting persons immediately:
| 1. | disclose whether they have entered into any agreement, arrangement, understanding or coordinated course of conduct concerning SLMT, its securities, its Board, any shareholder vote, the requisition notice, Forward’s June 1 proposal, or any proposed acquisition or other extraordinary transaction involving SLMT; |
| 2. | file or amend, as applicable, all required Schedule 13D disclosures to identify every group member, the group’s aggregate beneficial ownership, all plans and proposals regarding SLMT, and all agreements, arrangements, understandings and relationships among the group members; |
| 3. | identify all communications between or among Forward, Mr. Fischer, RockawayX, RBCH, Mr. Havrlant, Rockaway Blockchain Fund I, L.P., and their respective affiliates, representatives, investors, financing sources, legal advisers, financial advisers and other agents concerning SLMT, including communications concerning any entity presented during SLMT diligence as a RockawayX subsidiary or affiliate, any potential RockawayX acquisition of an interest in such entity, Forward’s June 1 proposal, RBCH’s requisition notice, the composition of the SLMT Board, any shareholder vote, or any potential transaction involving SLMT; |
Michael Pruitt
Georgia Quinn
Viktor Fischer
June 12, 2026
Page 3
| 4. | cease any further acquisition, disposition, voting, solicitation, public statement, private outreach to shareholders, or other activity concerning SLMT securities unless and until all required Section 13(d) disclosures have been made; and |
| 5. | preserve all documents and communications relating to SLMT, Forward’s June 1 proposal, RBCH’s requisition notice, Mr. Fischer, RockawayX, RBCH, Mr. Havrlant, Rockaway Blockchain Fund I, L.P., and any actual or potential transaction, proxy contest, consent solicitation, acquisition proposal, shareholder outreach or control-related activity involving SLMT. |
This preservation demand includes emails, text messages, Signal messages, WhatsApp messages, Telegram messages, Slack messages, board materials, investor materials, financing materials, drafts, term sheets, nondisclosure agreements, call notes, calendars, trading records, legal analyses, banker communications, public-relations materials and communications with shareholders or potential financing sources. You must suspend any auto-delete, retention, or document-destruction policies that could affect relevant materials.
Please provide written confirmation by June 15, 2026 that you have complied with these demands. Your response should state whether any Section 13(d) group exists or has existed, whether any corrective Schedule 13D filing will be made, and the factual basis for any contention that Forward has not acted together with Mr. Fischer, RockawayX, RBCH, Mr. Havrlant, Rockaway Blockchain Fund I, L.P. or their affiliates.
The Company reserves all rights and remedies, including the right to seek injunctive relief, corrective disclosure, voting restrictions, restrictions on further acquisitions, damages, fees and costs, and to refer this matter to the Securities and Exchange Commission, Nasdaq, the Irish Takeover Panel and any other applicable regulatory or enforcement authority. Nothing in this letter waives any rights, claims, defenses, privileges or remedies, all of which are expressly reserved.
Sincerely,
D. Scott Carlton
of PAUL HASTINGS LLP
Enclosures
Operative Complaint
IN THE SUPERIOR COURT OF THE STATE OF DELAWARE BRERA HOLDINGS PLC (d/b/a SOLMATE INFRASTRUCTURE), Plaintiff, v. ROCKAWAYX A.S., ROCKAWAYX HOLDING A.S., and VIKTOR FISCHER, Defendants. ) ) ) ) ) C.A. No.: [CCLD] ) ) PUBLIC VERSION FILED ) ON JUNE 4, 2026 ) ) ) ) COMPLAINT This action arises from RockawayX a . s . (“RockawayX”), RockawayX Holding a . s . (“RockawayX Holding”), and Viktor Fischer’s (collectively, “Defendants”) false and misleading financial representations, which induced plaintiff Brera Holdings PLC (“Brera”) to execute and publicly announce a proposed acquisition of RockawayX that Defendants’ own financial materials could not substantiate . The allegations in this Complaint are made upon Brera’s knowledge as to itself and, as to all other matters, upon information and belief, including Brera’s and undersigned counsel’s review of available information . Brera alleges as follows . NATURE OF THE ACTION 1. This case concerns a failed acquisition transaction between Brera, RockawayX Holding, and RockawayX, which was premised on financial representations that Defendants could not substantiate.
2. In connection with the acquisition, Defendants marketed RockawayX as a rapidly growing, highly profitable digital - assets business purportedly generating approximately . Based on those representations, Defendants induced Brera to pursue and publicly announce a transaction valued at approximately involving substantial equity issuance, shareholder dilution, governance changes, and executive integration . 3. Diligence later revealed that the financial profile Defendants used to market the transaction depended heavily on speculative future revenue streams, unrealized investment valuations, contingent carry economics, aggressive assumptions concerning undeveloped or early - stage business lines, future ungrounded M&As, and management - defined adjustments that materially overstated RockawayX’s actual recurring operating profitability . 4. Defendants, for example, presented valuation and profitability materials to third parties that repeatedly characterized the underlying figures as while simultaneously presenting those same figures to Brera as support for a acquisition valuation. 5. Had Defendants accurately disclosed the true nature of RockawayX’s profitability profile, Brera would not have pursued the proposed transaction as it did. 2
3 As a direct result of Defendants’ conduct, Brera suffered substantial damages, including transaction expenses, diligence costs, financing disruption, reputational harm, market harm, and shareholder - related damages . PARTIES AND JURISDICTION 6. Plaintiff Brera Holdings PLC (d/b/a Solmate Infrastructure) is a public holding company incorporated in the Republic of Ireland with its principal place of business in Dublin, Ireland . 7. Defendant RockawayX a . s . is, upon information and belief, a business entity organized under the laws of the Czech Republic with its principal place of business in Prague, Czech Republic . 8. Defendant RockawayX Holding a . s . is, upon information and belief, a business entity organized under the laws of the Czech Republic with its principal place of business in Prague, Czech Republic . RockawayX Holding was the proposed seller in the contemplated transaction and the owner of 100 % of the equity interests in RockawayX . 9. Defendant Viktor Fischer is, upon information and belief, an individual who resides in Dubai, United Arab Emirates (“UAE”) . Fischer, upon information and belief, was a principal of RockawayX and was expected, under the proposed transaction, to assume a senior executive leadership role at Brera following closing . Fischer also maintained a position as a member of Brera’s Board of Directors from
September 2 , 2025 to April 2 , 2026 . For the avoidance of doubt, this action is not asserted against Fischer in his capacity as a director . 10. Brera is informed and believes, and on that basis alleges, that each Defendant acted as an agent, affiliate, representative, co - conspirator, or aider and abettor of the remaining Defendants and acted within the course and scope of such agency and authority . 11. Jurisdiction and venue are proper in this Court because this action arises from a transaction governed by Delaware law, and concerns Defendants’ Delaware - and U . S . - directed conduct in connection with a proposed public - company transaction involving a Nasdaq - listed issuer . 12. Defendants purposefully directed activities toward Delaware and the United States in connection with a proposed public - company transaction involving a Nasdaq - listed issuer . FACTUAL ALLEGATIONS I. The Proposed Transaction. 13 . On or around October 16 , 2025 and October 23 , 2025 , Viktor Fischer and Jackub Havrlant, both owners of RockawayX, and Radek Horák, the Chief Financial and Operating Officer of RockawayX, met with representatives of Brera to discuss Brera’s potential acquisition of RockawayX . Mr . Havrlant is also the founder and CEO of Rockaway Capital. 4
14. On or about December 2, 2025, the parties executed a term sheet contemplating Brera’s acquisition of RockawayX in a transaction valued at approximately 16. The proposed transaction contemplated the issuance of up to 87 , 155 , 917 Brera shares and related earn - out and downside protection rights . 17. The proposed transaction also contemplated substantial governance and operational integration, including board representation rights for Rockaway - affiliated designees and the appointment of Fischer as Executive Chairman of Brera . 18. Under the proposed transaction structure, RockawayX and its affiliates stood to receive substantial equity consideration, board influence, registration rights, downside protection, and future earn - out benefits tied to Brera’s public stock price performance . 19. In connection with the proposed transaction, Defendants presented Brera financial presentations, management materials, projections, EBITDA analyses, investor materials, accounting information, and other diligence materials intended to demonstrate RockawayX’s profitability and growth profile. 5
20. Based on those representations, on December 4, 2025, Brera announced the execution of this non - binding term sheet publicly in a press release and corresponding Form 6 - K filed with the Securities and Exchange Commission (“SEC”). II. Defendants’ Financial Misrepresentations and EBITDA Inconsistencies. 21. Defendants represented to Brera that RockawayX was a rapidly scaling and highly profitable digital - assets platform capable of supporting a transaction valuation of approximately 22. . 23. , Defendants represented that RockawayX was projected to generate 6
. 24. Defendants presented these figures as evidence of RockawayX’s strong operational profitability, scalability, and future earnings power. 25. Diligence later revealed, however, that Defendants’ projected profitability depended heavily on speculative assumptions, unrealized valuation methodologies, contingent economics, anticipated future revenues from business lines that were still developing or had not yet demonstrated meaningful operating performance, and ungrounded and speculative ideas regarding future M&As. 26. For example, in the same , Defendants projected that RockawayX’s business would generate . 27. Defendants, in the same , further projected that the broader segment would generate , despite the same segment having generated approximately 7
. Defendants’ projected growth depended heavily on assumptions concerning future operations, protocol incentives, on - chain market - making activity, and anticipated increases in assets under management that had not yet been realized. 28. Defendants’ further acknowledged that the . 29. Defendants likewise projected in the same that RockawayX 30. The , further revealed substantial dependence on carried - interest economics, unrealized portfolio appreciation, and management - generated valuation estimates. 8
31. For example, in , Defendants represented that RockawayX’s . 32. Similarly, in Defendants repeatedly stated that . 33. Defendants nevertheless used these materials and valuation narratives to support the transaction valuation presented to Brera . 34. The diligence process further demonstrated that Defendants’ EBITDA calculations incorporated management - defined “adjustments,” projected carry economics, future protocol incentives, anticipated and unrealized or non - operational components that materially overstated RockawayX’s actual recurring operational profitability . 35. As diligence progressed and Brera obtained additional financial information, Brera and its advisors were required to perform substantial independent analyses to evaluate the extent to which Defendants’ projected profitability 9
depended on unrealized gains, contingent carry economics, speculative future revenue assumptions, and non - recurring adjustments. Those diligence efforts revealed material discrepancies between the recurring operational profitability originally presented and RockawayX’s actual and projected operating performance. 36. The discrepancies became even more pronounced as additional internal financial materials were produced during diligence . For example, although Defendants had previously represented in the that RockawayX was projected to generate approximately , a later reflected only approximately later reflected even weaker results, including approximately 37 . Despite the emergence of those discrepancies, Defendants continued assuring Brera that RockawayX’s projected profitability, growth trajectory, and EBITDA profile supported the proposed transaction valuation and continued presenting the projected and fund - related performance metrics as reliable indicators of RockawayX’s near - term operating performance and future earnings power . 10
38. After Defendants’ financial premise proved unsupportable, the transaction collapsed and, on February 9 , 2026 , Brera announced the failed transaction publicly in a press release and a corresponding Form 6 - K filed with the SEC . 39. Brera does not allege merely that Defendants’ projections failed to materialize . Rather, Defendants’ statements were false and misleading when made because Defendants knew, but did not fully and clearly disclose, that the projected EBITDA and revenue figures depended materially on non - recurring, unrealized, contingent, and speculative components that did not reflect RockawayX’s recurring operating profitability . 40. III. Defendants’ Knowledge and Intent. 41. Defendants possessed access to RockawayX’s internal accounting records, operating results, financial data, projections, and revenue - recognition practices. 42 . Defendants knew, or recklessly disregarded, that Brera would rely on the financial information they provided in determining whether to pursue the proposed acquisition . 11
43. Defendants further knew that Brera was a Nasdaq - listed public company and that the proposed transaction would become part of Brera’s public market narrative and investor strategy. 44. Defendants knew that Brera would incur substantial costs and devote significant corporate resources in reliance on the financial information Defendants provided. 45. Defendants nevertheless continued advancing misleading financial narratives throughout the transaction and diligence process. 46. Defendants failed to fully and clearly disclose the extent to which RockawayX’s purported profitability profile depended on speculative future growth assumptions, contingent carry - related economics, projected , unrealized items, and adjustment - based financial metrics . 47. Defendants further failed to disclose that the existing RockawayX business was not generating stable recurring operational profitability remotely consistent with the financial profile Defendants used to market the transaction . IV . Brera’s Reliance . 48. Because Brera is a Nasdaq - listed public company, Defendants knew that Brera’s board, shareholders, investors, auditors, financing counterparties, and public disclosures would necessarily rely upon the integrity and accuracy of the 12
13 EBITDA, profitability, and financial metrics Defendants presented during the transaction process . 49. In reliance on Defendants’ financial presentations and representations, Brera devoted substantial resources to the proposed transaction, including executive time, board involvement, legal expenses, accounting expenses, financial advisory fees, diligence costs, investor engagement, financing discussions, SEC and public - company disclosure efforts, strategic planning, and integration analysis . 50. Brera also publicly associated itself with RockawayX and incorporated the proposed transaction into Brera’s public - company strategy and market narrative . 51. Brera introduced RockawayX and its principals to investors, financing sources, strategic partners, and commercial counterparties . 52. Brera further evaluated substantial governance changes, executive leadership restructuring, shareholder dilution, and long - term strategic integration based on the financial condition Defendants represented . 53. Had Defendants accurately disclosed RockawayX’s actual financial condition, actual EBITDA profile, dependence on speculative future assumptions, and reliance on contingent or adjustment - based profitability metrics, Brera would not have pursued the proposed transaction on the terms contemplated, or at all .
14 V. Resulting Harm. 54. The collapse of the transaction after the financial premise proved unsupportable caused substantial harm to Brera . 55. Defendants’ conduct damaged Brera’s credibility with investors, financing sources, shareholders, strategic partners, and commercial counterparties . 56. Brera suffered substantial transaction expenses, advisor fees, accounting expenses, diligence costs, financing disruption, SEC and public - company disclosure costs, management and board disruption, lost investor and financing opportunities, reputational injury, market harm, shareholder - related damages, and stock - price - related harm . 57. Brera has suffered damages in an amount to be proven at trial, but presently believed to exceed millions of dollars . 58. Defendants’ conduct was intentional, reckless, fraudulent, or otherwise actionable under applicable law . COUNT I Fraud (Against Defendants RockawayX, RockawayX Holding, and Viktor Fischer) 59. Brera repeats and realleges the foregoing allegations as though fully set forth herein . 60. RockawayX, RockawayX Holding, and Fischer made numerous material misrepresentations to Brera in order to induce Brera to pursue and enter into
the proposed transaction involving the acquisition of RockawayX, including representations concerning RockawayX’s financial condition, profitability, projected revenues, EBITDA, operating performance, scalability, and growth prospects . 61 . RockawayX, RockawayX Holding, and Fischer’s material misrepresentations included, among other things, representations made in financial presentations, management materials, diligence materials, investor presentations, transaction discussions, and related communications, including representations : a . that RockawayX was projected to generate ; b. that RockawayX possessed a stable, scalable, and highly profitable operating business capable of supporting the approximately proposed transaction valuation; c. that RockawayX’s projected profitability reflected recurring operational performance rather than speculative future assumptions and contingent or adjustment - based economics; d. that were positioned to generate substantial near - term profitability and revenue growth; and 15
e. that RockawayX’s financial profile and growth trajectory justified the substantial equity consideration, governance rights, dilution, and executive integration contemplated by the proposed transaction; 62. RockawayX, RockawayX Holding, and Fischer also omitted numerous material facts in connection with those statements, including failing to disclose: a. that substantial portions of RockawayX’s projected profitability depended on speculative future business initiatives, , unrealized valuation assumptions, contingent carry economics, anticipated protocol incentives, and management - defined adjustments; b. that material projected revenue streams had generated minimal historical revenues and depended on undeveloped or early - stage business lines; c. that portions of the financial metrics and valuation materials provided to Brera were illustrative, management - generated, and subject to material variation from audited results; and d. that RockawayX’s actual recurring operational profitability was materially weaker than the profitability profile Defendants presented to Brera during the transaction process. 16
17 63. RockawayX, RockawayX Holding, and Fischer knew, or at minimum recklessly disregarded, that their representations and omissions were false and misleading . RockawayX and RockawayX Holding possessed superior access to RockawayX’s internal financial information, accounting records, operating results, projections, and underlying assumptions and knew that Brera was relying on RockawayX, RockawayX Holding, and Fischer’s financial representations in evaluating the proposed transaction and had no good faith basis to make those financial representations to Brera . 64. At the time RockawayX, RockawayX Holding, and Fischer made these representations, RockawayX, RockawayX Holding, and Fischer knew that the projected profitability and valuation narrative presented to Brera depended heavily on speculative assumptions, contingent economics, unrealized valuations, and aggressive forward - looking projections that did not accurately reflect RockawayX’s actual recurring operating performance . 65. RockawayX, RockawayX Holding, and Fischer made these misrepresentations and omissions with the intent to induce Brera to pursue the proposed acquisition transaction, publicly announce the transaction, devote substantial resources to the transaction process, and agree to the substantial equity issuance, governance changes, and related transaction terms contemplated by the parties .
18 66. Brera reasonably relied on RockawayX, RockawayX Holding, and Fischer’s misrepresentations and omissions in pursuing the proposed transaction, conducting diligence, publicly associating itself with RockawayX, engaging advisors and financing sources, and devoting substantial corporate resources to the transaction process . 67. Had Brera known the truth concerning RockawayX’s actual financial condition, actual recurring operational profitability, and the speculative and contingent nature of the financial projections and valuation assumptions presented by RockawayX, RockawayX Holding, and Fischer, Brera would not have pursued the proposed transaction on the terms contemplated, or at all . 68. As a direct and proximate result of RockawayX, RockawayX Holding, and Fischer’s fraudulent inducement, Brera suffered damages in an amount to be proven at trial, including transaction expenses, diligence costs, advisory fees, financing - related harm, reputational injury, market harm, and other damages . COUNT II Intentional Interference with Prospective Economic Relationships (Against Defendants RockawayX, RockawayX Holding, and Viktor Fischer) 69. Brera repeats and realleges the foregoing allegations. 70. At the time of Defendants’ misconduct, Brera had existing and reasonably probable prospective business relationships and economic opportunities with investors, financing sources, strategic partners, and commercial counterparties
19 relating to Brera’s financing efforts, strategic growth initiatives, and the proposed RockawayX transaction . 71. Brera had reasonably probable financing and investor opportunities, which had engaged with Brera concerning financing or strategic support for the RockawayX transaction before the financial premise of the transaction collapsed . 72. These business opportunities were concrete and non - speculative . Brera was actively engaged in ongoing discussions, financing efforts, investor communications, and strategic initiatives with existing and prospective counterparties during the transaction process . 73. Defendants knew of these prospective business opportunities because Brera introduced Defendants and the acquisition to financing sources and market participants and publicly associated the proposed transaction with Brera’s corporate strategy and growth plans . 74. While Brera was tied up on the RockawayX transaction, the financial source for the company declined to proceed, materially delayed financing discussions, or demanded materially worse terms . 75. Defendants intentionally and improperly interfered with those opportunities by providing materially false and misleading financial information concerning RockawayX’s financial condition, projected profitability, and operating performance, while inducing Brera to communicate and rely upon those
20 representations in connection with its financing efforts, investor relations, and strategic initiatives . 76. Defendants’ conduct was wrongful and improper because it involved fraudulent, deceptive, misleading, and bad faith conduct rather than lawful competition or legitimate business activity . 77. As a direct and proximate result of Defendants’ conduct, Brera suffered disruption of prospective business relationships and opportunities, including lost financing opportunities, reputational harm, diminished investor confidence, and related economic damages . 78. Brera has suffered damages in an amount to be proven at trial . COUNT III Unjust Enrichment (Against Defendants RockawayX, RockawayX Holding, and Viktor Fischer) 79. Brera repeats and realleges the foregoing allegations. 80. In the alternative to Brera’s foregoing claims, and to the extent no enforceable contract provides an adequate remedy for the benefits conferred, Defendants were unjustly enriched at Brera’s expense. 81. Brera provided benefits to Defendants in connection with the proposed transaction, including, but not limited to:
21 a. enhanced market exposure through Brera’s public association with RockawayX and incorporation of the proposed transaction into Brera’s public - company strategy and market narrative; b. access to investors through introductions to Brera’s investors, financing sources, strategic partners, and commercial counterparties; and c. business credibility through Brera’s incorporation of the proposed transaction into Brera’s public - company strategy and market narrative. 82. Brera did not gratuitously provide such benefits to Defendants, as the benefits were premised on Brera’s understanding that RockawayX was a highly - profitable digital - assets business worthy of a transaction structure involving up to 87 , 155 , 917 Brera shares, substantial shareholder dilution, board representation, executive leadership positions, and significant integration and governance consequences . 83. Defendants were aware that Brera conferred these benefits upon them and nevertheless continued to advance materially misleading financial representations and omissions, as detailed above, throughout the transaction and diligence process. 84. Brera was impoverished by devoting substantial corporate resources, investor access, market credibility, public - company association, and transaction support to Defendants based on Defendants’ misleading financial narrative. There
22 is a direct relationship between Brera’s impoverishment and Defendants’ enrichment because Defendants received those benefits only through Brera’s pursuit and public promotion of the proposed transaction. Defendants’ retention of those benefits without restitution would be unjust. 85. As such, it would be inequitable for Defendants to retain these benefits without compensating Brera. [ Remainder of Page Intentionally Blank ]
23 WHEREFORE, Brera respectfully requests that this Court: (i) enter judgment in Brera’s favor and award Brera actual, compensatory, consequential, rescissory, punitive, incidental, and restitutionary damages in an amount to be proven at trial plus pre - and post - judgment interest; (ii) award Brera its costs, expenses, and attorneys’ fees incurred in connection with this action; and (iii) grant such other and further relief to Brera as this Court may deem just and appropriate. Date: May 29, 2026 OF COUNSEL: PAUL HASTINGS LLP D. Scott Carlton ( pro hac vice forthcoming) Nicole Lueddeke ( pro hac vice forthcoming) 515 South Flower Street, 25th Fl. Los Angeles, CA 90071 (213) 683 - 6000 scottcarlton@paulhastings.com nicolelueddeke@paulhastings.com MELUNEY ALLEMAN & SPENCE, LLC /s/ William M. Alleman, Jr. William M. Alleman, Jr. (#5449) 1143 Savannah Rd., Suite 3 - A Lewes, DE 19958 (302) 551 - 6740 bill.alleman@maslawde.com Counsel to Brera Holdings PLC
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Exhibit 99.2
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Forward Industries, Inc. 111 Congress Avenue, Suite 500 Austin, Texas 78701 www.forwardindustries.com |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.
June 15, 2026
VIA E-MAIL
D. Scott Carlton
Paul Hastings LLP
515 South Flower Street, Twenty-Fifth Floor
Los Angeles, California 90071
scottcarlton@paulhastings.com
Re: Response to June 12, 2026 Letter Regarding Alleged Section 13(d) Group Activity
Dear Mr. Carlton:
We write on behalf of Forward Industries, Inc. (“Forward”) in response to your letter dated June 12, 2026 (the “Letter”) sent on behalf of Brera Holdings PLC (d/b/a Solmate Infrastructure Public Ltd.) (“SLMT”). The Letter alleges that Forward has formed an undisclosed “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5 in connection with certain other parties. Forward categorically denies these allegations. The assertions in the Letter are factually unsupported, legally deficient, and appear calculated to obstruct a legitimate, premium acquisition proposal that we believe is in the best interest of SLMT’s shareholders.
Before we address the letter specifically, we want to highlight certain facts and circumstances to best frame our rationale and response.
| · | On May 21st, certain Board members issued new SLMT ordinary shares to themselves equal to ~27% of the total existing ordinary shares outstanding as of May 12th at a ~3% premium to the prior day's closing price while the stock was trading significantly below its net asset value. With that fact pattern in mind, we struggle to understand how a 30%+ premium to the current share price wouldn’t be in the best interest of the Company and its shareholders and did not deserve further discussion. We believe FWDI and SLMT's shareholders deserve an explanation. | |
| · | On May 22nd, after issuing shares to himself and fellow Board member Keren Maimon, CEO and Board member Ron Sade publicly stated SLMT was “actively evaluating... M&A opportunities,” such a statement was part of the impetus for the timing of our offer. The flat rejection of our offer and the subsequent reaction of hostility and baseless claims (as set forth below) - diverting SLMT's finite resources towards lawyers sending hostile letters - furthers our consternation. | |
| · | Since the public disclosure of SLMT rejecting our proposal on June 9, 2026 to today’s closing price, SLMT is up ~12% while the price of SOL is up ~15% and FWDI is up ~19%. In fact, FWDI's rejected offer would now represent a ~33% premium based on today’s respective closing prices. | |
| · | On June 12, 2026, SLMT sent a letter to FWDI contending that FWDI, Viktor Fischer, RockawayX, RBCH Ltd. and their affiliates have been acting together as an undisclosed “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5 and that failure to disclose such a group among other things, would constitute violations of federal securities laws. FWDI believes these accusations are without merit. | |
| · | On June 15, 2026, FWDI announced two additional non-binding offers to acquire other Solana digital asset treasury companies, demonstrating our overarching acquisition strategy and further evidencing FWDI is not participating in coalitions with existing shareholders of SLMT. | |
| · | We have made our motives and actions related to our acquisition strategy public for the scrutiny of our shareholders, the SEC, the Irish Takeover Panel, and any other interested regulatory body. We are transparent and have nothing to hide. |
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Forward’s June 1, 2026 unsolicited proposal to acquire SLMT was made based on Forward’s own independent analysis of SLMT’s business, its position in the Solana ecosystem, and the strategic rationale of a combination. Forward identified SLMT as a compelling strategic partner because Forward believes that its capital structure, its scale as the largest Solana treasury, and its access to capital position it to realize and sustain the value embedded in SLMT more effectively than SLMT could on a standalone basis. As outlined in the announcement issued by Forward on June 9, 2026, Forward’s proposal offered a premium of approximately 30.7% to the volume-weighted average closing price of SLMT’s ordinary shares over the ten trading days ended June 1, 2026 - a meaningful, demonstrable benefit to SLMT shareholders and significantly higher than the premium certain board members of SLMT paid for approximately 27% of the previously outstanding common stock of SLMT just a few weeks earlier.
Forward reached this conclusion independently. No party — including Viktor Fischer, RockawayX, RBCH Ltd., Jakub Havrlánt, Rockaway Blockchain Fund I, L.P., or any of their affiliates — proposed, suggested, encouraged, coordinated, or otherwise participated in Forward’s decision to submit its proposal. Forward had no agreement, arrangement, understanding, or coordinated course of conduct with any such party concerning SLMT, its securities, its board, any shareholder vote, or any potential transaction.
At no point in time — previously or currently, has there been a Section 13(d) group, and no Schedule 13D filing is required. Forward has complied and will continue to comply with all applicable securities law disclosure obligations, including its obligations under the Irish Takeover Panel Act, 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”).
The Letter’s factual predicate for the Section 13(d) group allegation is that Forward and RockawayX co-led OnRe’s $5 million Series A financing, which was publicly announced on May 5, 2026. This fact does not—and cannot—support the inference SLMT draws. The OnRe investment was a separate, independent transaction involving a third-party company entirely unrelated to SLMT, its securities, or any potential acquisition. The fact that two investors co-participated in a financing for an unrelated company does not, under any interpretation of Section 13(d)(3) or Rule 13d-5, establish that those investors formed a group with respect to a different issuer.
The Letter also suggests coordination based on the proximity of RBCH’s requisition notice (May 26) and Forward’s acquisition proposal (June 1). But parallel, independent actions by unrelated parties do not constitute a Section 13(d) group. Courts and the U.S. Securities and Exchange Commission, (the “SEC”) have consistently held that mere “parallel conduct” is insufficient without evidence of an underlying agreement to act together with respect to the issuer’s securities. The Letter offers no such evidence, because none exists.
We believe the reason multiple parties may be focused on SLMT at the same time is obvious: SLMT’s board has presided over a failed acquisition of RockawayX premised on financial representations that SLMT itself now alleges were fraudulent; the failed acquisition led to a decline in SLMT’s stock price, harming SLMT shareholders; as a result of its stock price decline SLMT was notified by The Nasdaq Stock Market LLC (“NASDAQ”) that it would be delisted if it did not regain compliance with the minimum bid requirement; SLMT was forced to conduct a 1-for-10 reverse stock split to regain compliance with NASDAQ; SLMT terminated its Chief Executive Officer; SLMT has been trading at a discount to its net asset value greater than its peers; and SLMT has rejected, without substantive engagement, a compelling, premium all-stock offer that Forward believes is in the best interest of SLMT’s shareholders. Accordingly, we believe the concurrent interest of multiple parties in SLMT’s governance and direction is likely a function of SLMT’s own circumstances, not of any coordination among them.
Notably, in its 2023 amendments to the beneficial ownership reporting rules, the SEC provided guidance in the form of Q&A to explain scenarios where the SEC does and does not view a group as having been formed. For example, the following excerpts contextualize the SEC’s view.
Question: Is a group formed when two or more shareholders communicate with each other regarding an issuer or its securities (including discussions that relate to improvement of the long term performance of the issuer, changes in issuer practices, submissions or solicitations in support of a non-binding shareholder proposal, a joint engagement strategy (that is not control-related), or a “vote no” campaign against individual directors in uncontested elections) without taking any other actions?
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Response: No. In our view, a discussion whether held in private, such as a meeting between two parties, or in a public forum, such as a conference that involves an independent and free exchange of ideas and views among shareholders, alone and without more, would not be sufficient to satisfy the “act as a . . . group” standard in sections 13(d)(3) and 13(g)(3). Sections 13(d)(3) and 13(g)(3) were intended to prevent circumvention of the disclosures required by Schedules 13D and 13G, not to complicate shareholders’ ability to independently and freely express their views and ideas to one another. The policy objectives ordinarily served by Schedule 13D or Schedule 13G filings would not be advanced by requiring disclosure that reports this or similar types of shareholder communications. Thus, an exchange of views and any other type of dialogue in oral or written form not involving an intent to engage in concerted actions or other agreement with respect to the acquisition, holding, or disposition of securities, standing alone, would not constitute an “act” undertaken for the purpose of “holding” securities of the issuer under section 13(d)(3) or 13(g)(3).
Question: Is a group formed when two or more shareholders engage in discussions with an issuer’s management, without taking any other actions?
Response: No. For the same reasons described above, we do not believe that two or more shareholders “act as a . . . group” for the purpose of “holding” a covered class within the meaning of those terms as they appear in section 13(d)(3) or 13(g)(3) if they simply engage in a similar exchange of ideas and views, alone and without more, with an issuer’s management.
See Exchange Act Release No. 34-98704.
As discussed above, Forward did not discuss, disclose, or otherwise communicate its intention to submit a proposal for SLMT to any third party, including any of the parties identified in the Letter, and no agreement, arrangement, or understanding exists or has existed between Forward and any third party, including any of the parties identified in the Letter, with respect to SLMT. With that in mind, as outlined in the Q&A above, the fact that other shareholders have also engaged in similar discussions with SLMT’s board, without more, is not evidence of whether a Section 13(d) group has been formed. Accordingly, at no point in time – previously or currently, has there been a Section 13(d) group, with respect to SLMT.
Forward notes that the Letter was sent the same week that SLMT’s board publicly rejected, without substantive engagement, a premium acquisition proposal that we believe would have delivered meaningful value to SLMT’s shareholders. The SLMT board’s stated basis for rejection—that it “does not consider the Proposal to be in the best interest of the Company”—is conclusory and unaccompanied by any explanation of how SLMT independently intends to generate comparable value. Forward is deeply disappointed by this response and believes SLMT’s shareholders deserve a more fulsome accounting of the board’s reasoning.
We believe that the Letter may be designed to serve a different purpose: to generate a potential regulatory and litigation overhang that chills Forward’s ability to pursue its proposal and communicate with SLMT’s shareholders. Forward will not be deterred.
We also note the incongruity of SLMT demanding disclosures from Forward about alleged coordination with RockawayX and Mr. Fischer while simultaneously prosecuting a fraud action against those same parties in the Delaware Superior Court. We believe SLMT’s own allegations against RockawayX and Mr. Fischer—for fraudulent financial misrepresentations designed to induce SLMT into a costly and damaging proposed acquisition—make clear that RockawayX and SLMT are adversaries, not collaborators. The suggestion that Forward’s independent premium proposal is part of a coordinated scheme with parties whom SLMT is suing for fraud strains credulity.
With respect to additional demands in your Letter:
Forward will not cease its activities with respect to SLMT. Forward made a premium acquisition proposal that it believes is in the best interest of SLMT’s shareholders. SLMT’s shareholders are entitled to have that proposal considered on its merits. Forward intends to continue to pursue that goal through all lawful means, in full compliance with applicable law and the Irish Takeover Rules. Forward also is not obligated to, and will not, produce to SLMT’s counsel a catalog of its internal communications based on the unsupported allegations in the Letter.
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Forward reserves all rights and remedies in connection with the matters addressed in the Letter, including the right to respond to any formal legal proceedings, to communicate with SLMT shareholders consistent with applicable law and the Irish Takeover Rules, and to seek appropriate relief if SLMT continues to employ regulatory process as a mechanism to impede a legitimate transaction that would benefit its shareholders. Nothing in this letter constitutes a waiver of any right, claim, defense, privilege, or remedy, all of which are expressly reserved.
We trust this responds to the Letter. We remain open to substantive engagement regarding the merits of Forward’s proposal.
Respectfully,
Michael Pruitt
Board Member and Interim Chief Executive Officer
Forward Industries, Inc.
111 Congress Avenue, Suite 500
Austin, Texas 78701
cc: Georgia Quinn, General Counsel
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Important Notices
Responsibility Statement
The directors of Forward accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Forward (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Sources and Bases of Information
We have used publicly available information filed with the Securities and Exchange Commission and the closing tape of the NASDAQ public market as the source and basis of our information.
No Offer or Solicitation
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. The release, publication or distribution of this announcement in whole or in part in, into or from any jurisdiction may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Publication on Website
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Forward’s website at www.forwardindustries.com by no later than 12 noon (New York time) on the business day following publication of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.
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