SLMT 0001213900-26-000462 6-K Filing: Jan 2, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of January, 2026.

Commission File Number 001-41606

BRERA HOLDINGS PLC

(Translation of registrant’s name into English)

Connaught House, 5th Floor

One Burlington Road

Dublin 4

D04 C5Y6

Ireland

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INCORPORATION BY REFERENCE

This Report on Form 6-K shall be deemed to be incorporated by reference into the shelf registration statement on Form F-3 (Registration Number 333-276870) of Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), a Solana-based crypto infrastructure company, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2024 and declared effective by the SEC on February 13, 2024 (the “Shelf Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement, and the registration statement on Form F-3ASR (Registration Number 333-291657) of the Company, filed by the Company with the SEC on November 19, 2025 (the “Resale Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Resale Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Resignation of a Director

On December 28, 2025, Alberto Libanori gave written notice of his resignation from the board of directors (the “Board”) of the Company, effective immediately. Mr. Libanori will continue to serve as the Company’s Head of Operations. Mr. Libanori’s decision to resign from the Board was not the result of any disagreement relating to the Company’s operations, policies or practices.

Appointment of a Director

On December 31, 2025, the Company appointed Erez Simha to serve as an independent director on the Board of the Company, and as a member of and the chair of the Board’s Audit Committee.

There are no other arrangements or understandings between Mr. Simha and any other person pursuant to which Mr. Simha was appointed as a director of the Company. There are also no family relationships between Mr. Simha and any director or executive officer of the Company, and Mr. Simha has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Simha will participate in the Company’s standard non-employee director compensation arrangements.

The Company will enter into its standard form of indemnification agreement with Mr. Simha.

Mr. Simha brings over 20 years of experience and a proven track record of scaling high-tech disruptive companies in multiple industries, including food-tech, blockchain, 3D printing, and digital assets. Mr. Simha currently serves as a senior financial advisor to a payment processing workforce solution private company, as a board member and treasurer of The Village LTD, a 501(c) nonprofit corporation, and as a board member of Fold Holdings, Inc., a bitcoin financial services company. From 2022 through 2023, Mr. Simha served as the Chief Financial Officer at Genius Group (NYSE: GNS). From 2020 through 2022, Mr. Simha served as a director and President and Chief Financial Officer at Apifiny Group (NASDAQ: MFH). From 2019 through 2020, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Kangaroo (Roo Inc.). From 2017 through 2019, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Food-Tech. From 2011 through 2017, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at STRATASYS LTD (NASDAQ: SSYS). From 2004 through 2011, Mr. Simha served in various capacities, including Vice President of Customer Support, Finance and Operations, Orbotech Pacific Vice President of Finance and Operations, Corporate Vice President of Finance and Chief Financial Officer, at Orbotech LTD. (NASDAQ: ORBK). Mr. Simha holds a Bachelors Degree in Economics and Accounting and a Masters Degree in Business Administration and Finance from Tel Aviv University. He is a Certified Public Accountant.

Exhibit No.	Description
10.1	Independent Director Agreement between Brera Holdings PLC and Erez Simha.

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, thereunto duly authorized.

Date: January 2, 2026	BRERA HOLDINGS PLC
	By:	/s/ Marco Santori
		Marco Santori
		Chief Executive Officer

Exhibit 10.1

December 30, 2025 (the “Effective Date”)

Erez Simha

Via Email

Dear Erez:

It is my sincere pleasure, on behalf of the entire Board of Directors, (the “Board”) to invite you to become a Director of Brera Holdings PLC, D/B/A Solmate (the “Company”), effective today. As a member of the Board, we believe your notable experience and expertise will add an important perspective to the Board’s operations.

Position	As of the Effective Date, you shall be recommended to the Board for approval of appointment as a member of the Board.
Base Board Compensation	You will receive an annual retainer of $200,000 paid in equal quarterly amounts of $50,000 at the end of each quarter for which you serve as a member of the Board. If you cease membership on the Board during a quarter, the fee will be prorated for the portion of the quarter you served on the Board. Since this fee will not be subject to ordinary withholdings, you will be entirely responsible for the accounting and payment of any taxes that may be due as a result of this income to you
Equity Compensation	As soon as practicable following the Effective Date, the Company shall, subject to approval of the Board or the compensation committee of the Board, grant to you an award of Restricted Stock Units (RSUs) under the Company’s 2022 Equity Incentive Plan (the “Plan”) with respect to a number of Class B Ordinary Shares (“Class B Shares”) equal to $200,000 divided by the average closing price per share of the Class B Ordinary Shares on the five trading days preceding the date of grant (the “Initial RSU Grant”); which shall vest in substantially equal quarterly installments over two years commencing from the Effective Date, with an initial vesting date on the 30th day after the Effective Date (subject to continued service and the applicable terms of the Plan).
	In addition, the RSU Grants, to the extent unvested at such time, shall accelerate<br> and vest in full upon a Change in Control (as defined in the Plan).
Reimbursed Expenses	You will be reimbursed for all pre-approved, reasonable and documented out of pocket expenses related to travel, lodging, and meeting-related activities incurred by you in your service as a Director, based upon an invoice submitted by you to the Company in a timely fashion.
Indemnification;
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D&O Insurance	You will be entitled to indemnification and advancement of expenses (as applicable) pursuant to the Company’s organizational documents, the Company’s directors and officers insurance policy, and the Company’s standard form of director indemnification agreement, in each case, as in effect from time to time.
Non-Solicitation	You hereby acknowledge and agree that to protect the Company’s legitimate protectable interests in, among other things, the Company’s confidential information, customer relationships and goodwill, during the duration of your tenure on the Board and for the period of twenty-four (24) months thereafter, regardless of the reason for the termination, anywhere in the world, you shall not, directly or indirectly:
(i)	hire, employ, attempt to hire or employ, recruit, or otherwise solicit or induce any person to terminate their employment with<br>the Company (other than terminations of employment of subordinate employees undertaken in the course of your tenure on the Board); or
---	---
(ii)	solicit or transact business with any customer, client, or vendor of the Company with whom you had material contact during your<br>tenure on the Board or about whom you have trade secret or confidential information, for purposes of providing products or services that<br>are competitive with those provided by the Company.
Confidentiality	Execution of the attached Confidentiality Agreement shall also form the basis of your agreement to join the Board.
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Term	In accordance with the Company’s Constitution, you shall stand for re-election at each annual general meeting and shall serve until your successor is duly elected and qualified or until your earlier death, resignation or removal.
Governing Law/Amendment	This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the state of Delaware without reference to its conflicts of laws principles. No amendment to this Agreement shall be effective unless in writing signed by each of the parties hereto.

We<br>look forward to you joining us.
Sincerely,
/s/ Marco Santori
Marco Santori
Chief Executive Officer
Accepted and Agreed:
/s/ Erez Simha
Erez Simha

SLMT 6-K