UAE’s Solmate Signs Term Sheet to Acquire RockawayX Creating a 2 Billion Institutional Crypto Powerhouse

ABU DHABI UAE – December 5, 2025 – Solmate Infrastructure “Solmate” (Brera Holdings PLC NASDAQ: SLMT), the Abu Dhabi focused Solana infrastructure company, has signed a non-binding term sheet to acquire RockawayX in an all-stock transaction. The planned combination would create one of the most significant institutional players in digital asset infrastructure liquidity and asset management with more than 2 billion in combined AUM and third-party stake. The combined entity would trade under the ticker SLMT and is expected to close in the first half of 2026, subject to final documentation and approvals.

Under the proposed structure, Marco Santori will continue as CEO of Solmate overseeing the unified treasury and infrastructure strategy. Viktor Fischer will remain CEO of the RockawayX subsidiary and will assume the role of Executive Chairman of Solmate while Rockaway Capital founder Jakub Havrlant will join the board.

The announcement follows the launch of Solmate and RockawayXs high performance Solana infrastructure in the UAE enabling regional investors to stake assets locally for the first time. This deployment gives exchanges traders and market makers a significant low latency advantage improving execution and unlocking new opportunities for high frequency trading and on chain payments.

RockawayX brings industry leading capabilities across liquidity market making and on chain credit. Its solver division supports major cross chain bridges such as Wormhole and Debridge, while its credit fund and venture investments spanning early-stage protocols like Kamino Morpho Exponent and OnRe, position the combined group to accelerate Solanas Internet Capital Markets thesis.

The transaction strengthens Abu Dhabi’s growing role as the global hub of on chain finance. With natural latency advantages, access to deep institutional capital and regulatory clarity, the UAE is uniquely positioned to host the worlds next generation blockchain infrastructure. Solmate and RockawayX aim to anchor this vision by expanding bare metal validator operations co location capabilities and institutional grade transaction ordering services.

As a strategic partner of Abu Dhabi Finance Week (December 8 to 11 2025), Solmate will further outline its regional vision during a joint keynote by CEO Marco Santori and RockawayX CEO Viktor Fischer on December 10, 2025.

About Solmate Infrastructure

Solmate Infrastructure, the new operating name of Brera Holdings PLC (NASDAQ: SLMT), is a company building institutional-grade Solana staking, validation, and treasury infrastructure with a strategic focus on Abu Dhabi. Backed by ARK Invest, RockawayX, Pulsar Group, and leading UAE investors, Solmate is deploying capital and hardware to drive Solana adoption across the Middle East and beyond. It will continue to operate Brera's multi-club football team model. For more information visit www.solmate.com.

About RockawayX

RockawayX is a global digital asset firm operating across three divisions: 1) infrastructure, 2) liquidity and 3) asset management. RockawayX Infrastructure runs bare-metal hardware blockchain nodes and validators that the firm owns and operates and develop bespoke software and hardware solutions for transaction ordering. 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 Asset Management invests in early-stage infrastructure businesses and DeFi protocols forming the foundation of the new on-chain financial system. RockawayX is part of the Rockaway Capital group, an asset manager operating several open-ended investment funds in Private Equity and Tech. Rockaway Capital will remain in control of the existing RockawayX Venture Funds.

 Forward-Looking Statements and Non-Binding Term Sheet

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified using words such as "anticipate," "expect," "plan," "could," “would,” "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating to the expected timing of the potential acquisition of RockawayX by Solmate, plans and strategies to build infrastructure in the Middle East, Solmate's plans for value creation and strategic advantages, strategies for and execution on M&A, including the ability to enter into definitive agreements and consummate the proposed transaction described herein, the structure of the proposed transaction, including with respect to the operations of the RockawayX asset management business lines, execution on market size and growth opportunities, new lines of business and revenue generation, regulatory conditions, competitive position and the interest of other entities in similar business strategies, technological and market trends, future financial conditions and performance and the expected financial impacts of the proposed actions described herein. Each forward-looking statement contained in this press release 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, the proposed actions described herein may not be completed in a timely manner or at all, or on terms that will prove beneficial to Solmate and its shareholders; failure to realize the anticipated benefits of the actions and the digital asset treasury strategy and flywheel model; changes in business, market, financial, political and regulatory conditions; risks relating to Solmate’s operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of Solmate’s securities 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 Solmate 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, risks related to the integration and operation of RockawayX; as well as those risks and uncertainties identified in Solmate’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and Solmate undertakes no obligation to update or revise any of these statements. The non-binding term sheet entered into between Solmate and RockawayX outlines the proposed framework for the transaction but is subject to the completion of satisfactory due diligence, the completion of a definitive, binding acquisition agreement, as well as any required regulatory and shareholder approvals, which may not ultimately occur. As such, there can be no assurance that a final transaction will be completed.

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