Brera Holdings PLC 6-K, filed Dec 4, 2025
Brera Holdings PLC (SLMT)
About this 6-K
Brera Holdings PLC filed this 6-K on December 4, 2025.
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 December 2025
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Press Release and Term Sheet
On December 4, 2025, Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), a Solana-based crypto infrastructure company, issued a press release announcing the Company has entered into a non-binding term sheet (the “Term Sheet”) with RockawayX Holding a.s. (the “Seller”) for the proposed acquisition of RockawayX a.s. (“RockawayX” and such transaction, the “Transaction”).
Based upon the terms outlined in the Term Sheet, upon the closing of the Transaction, the Company would acquire RockawayX for initial consideration of 25 million Class B ordinary shares of the Company, nominal value $0.05 per share, (the “Class B Ordinary Shares”), and contingent equity earn-out consideration of up to approximately 62 million additional Class B Ordinary Shares based on the average daily volume weighted average price of the Class B Ordinary Shares for specified periods during the five-year period following the closing, with earn-out milestones set between $9.00 per share and up to and including $50.00 per share. The Term Sheet also provides that if the average daily volume weighted average price of the Class B Ordinary Shares for specified periods in the year following signing of the Term Sheet, is at or below a specified price, the Seller will receive up to an additional 20 million Class B Ordinary Shares in the aggregate, which would offset share-for-share any contingent equity earn-out consideration, such that the maximum combined number of Class B Ordinary Shares potentially issuable in connection with the Transaction would be approximately 87 million Class B Ordinary Shares.
Under the Term Sheet, the Company would not issue any Class B Ordinary Shares to the Seller to the extent that any such issuance would result in the Seller (and its affiliates) holding more than 19.99% of the Company’s issued and outstanding voting shares at the time of issuance (the “Ownership Limitation”). In lieu of issuing Class B Ordinary Shares in excess of the Ownership Limitation, the Company would issue the excess shares as pre-funded warrants that would become exercisable in additional amounts at such time(s) as issuance of the underlying Class B Ordinary Shares would not cause the Seller’s holdings to violate the Ownership Limitation at the time of such additional issuance.
The Term Sheet contemplates that all Class B Ordinary Shares issued to the Seller in connection with the Transaction, other than the earn-out consideration, will be subject to a one-year lock-up period, and any earn-out consideration will be subject to a six-month lock-up period. The Seller would receive customary registration rights in respect of the shares issued in connection with the Transaction.
The Company expects any definitive agreement for the Transaction to be executed in early 2026 and close in the first half of 2026.
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 develops 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. The Transaction is intended to expand the Company’s technology stack, investment capabilities and market reach in the digital asset ecosystem. Upon the closing of the Transaction, the Seller would have the right to designate two directors, one of whom must satisfy Nasdaq independence standards. Jakub Havrlant, the CEO and founder of Rockaway Capital, would join the Company’s board of directors in connection with such right. In addition to these two directors, Viktor Fischer would be expected to continue to serve as a director and assume the role of Executive Chairman of the Company. Viktor Fischer is also expected to continue his managerial role at the acquired RockawayX companies.
The Term Sheet is non-binding and no definitive agreement has been executed with the Seller. It is possible that no definitive agreement may be executed with the Seller on the terms described or at all. Completion of the Transaction is subject to, among other things, the negotiation and execution of a definitive agreement, satisfaction of closing conditions and receipt of required regulatory and shareholder approvals, as applicable. The definitive agreement is expected to contain customary representations, warranties, covenants, and post-closing indemnification obligations of the parties thereto.
A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.
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PIPE Investor Letter
In connection with the signing of the Term Sheet, the Company is concurrently sending a letter to certain accredited investors (the “PIPE Investors”). A copy of the letter is attached to this Form 6-K as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
This Form 6-K 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 by the use of 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 the Company, plans and strategies to build infrastructure in the Middle East, the Company’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 line, 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 Form 6-K 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 the Company and its shareholders; failure to realize the anticipated benefits of such actions and the digital asset treasury strategy and flywheel model; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of the Company’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 the Company 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 the Company’s filings with the Securities and Exchange Commission. The forward-looking statements herein speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release, dated December 4, 2025 | |
| 99.2 | Letter to PIPE Investors, dated December 4, 2025 |
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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: December 4, 2025 | BRERA HOLDINGS PLC | |
| By: | /s/ Marco Santori | |
| Marco Santori | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
Solmate (Nasdaq: SLMT) Announces Term Sheet to Acquire RockawayX, Creating Institutional Crypto Giant with Over $2 Billion in Combined AUM and Third-party Stake
Strategic Combination would Combine Solmate’s Capital Markets Access with RockawayX’s Expertise in Infrastructure, Liquidity and Asset Management
ABU DHABI, UAE – December 4, 2025 - Solmate Infrastructure (“Solmate”) (Brera Holdings PLC, NASDAQ: SLMT), the Solana infrastructure company with a strategic focus on Abu Dhabi, today announced the signing of a non-binding term sheet for a business combination with RockawayX. This would mark a transformation from a passive digital asset treasury to an integrated infrastructure, liquidity and asset management business.
Transaction Highlights
| ● | Solmate would purchase all of the equity of RockawayX in an all-stock transaction, forming a crypto enterprise that integrates infrastructure, liquidity and asset management under one unified entity |
| ● | The combined entity would continue to trade under the ticker SLMT on the Nasdaq |
| ● | Marco Santori continues as Solmate CEO, overseeing the unified infrastructure and treasury strategy |
| ● | Viktor Fischer would continue as CEO of the RockawayX subsidiary and would become Executive Chairman of Solmate upon closing |
| ● | Jakub Havrlant, the CEO and founder of Rockaway Capital would join Solmate’s board |
| ● | Transaction expected to close in the first half of 2026, subject to the execution of final binding documents, customary regulatory and shareholder approvals, and satisfaction of closing conditions |
Infrastructure for Staking and High Frequency Trading
In November, Solmate partnered with RockawayX to launch performant Solana infrastructure in the UAE, a significant achievement that gives regional investors the ability to stake their assets locally for the first time. For exchanges, traders, and market makers, proximity to this infrastructure unlocks critical performance advantages: reduced latency, improved execution, and a meaningful edge in markets where milliseconds matter. As the combined entity’s staked treasury grows, so would its ability to land transactions for high-frequency traders - all in addition to generating staking yield. These services command premium pricing in traditional markets. Solmate’s and RockawayX’s infrastructure would provide these same services, not only for trading, but for everyday on-chain transactions like consumer payments as well.
Liquidity: Market Making and Lending
RockawayX is a leading on-chain liquidity provider and market maker, extending the working capital that powers many of DeFi’s most used and most profitable protocols and applications. RockawayX also operates one of the few scaled “solver” divisions in the industry, settling large transaction volumes for top cross-chain bridges, including Wormhole and Debridge. The new enterprise plans to accelerate RockawayX’s on-chain execution and market making efforts in advancement of Solana’s Internet Capital Markets thesis. RockawayX also runs a market-neutral private credit fund, which lends capital to market participants ranging from market makers to Defi protocols. Solmate expects to rely on this expertise to generate yield on Solmate’s treasury beyond mere staking.
Asset Management
RockawayX has been an early-stage investor in digital asset infrastructure since 2018. Some examples include early investments in Kamino, Morpho, Exponent, and OnRe - protocols that have become foundational to modern DeFi. These investments aim to capture the asymmetric upside of the growing digital asset industry across infrastructure, stablecoins, decentralized finance and consumer applications. Solmate plans to continue to make strategic investments, including in early-stage companies and blockchain protocols, and will maintain a “builders” ethos: join the founders in the trenches not only as investors but also users of their products.
RockawayX operates two venture capital funds (“Fund I” and “Fund II”) as well as a credit fund (the “Credit Fund”). As of September 30, 2025, the approximate value of assets under management of Fund I and Fund II were $771 million and $162 million, respectively. The Credit Fund’s approximate assets under management were $103 million as of October 31, 2025. Included in the approximately $1.1 billion of assets staked to RockawayX validators are approximately $107 million from Fund I. In connection with the contemplated transaction, current RockawayX founders and certain individual members of RockawayX management are expected to retain the rights to future carried interest payments related to Fund I.
Tailwinds and Synergy
The combination benefits from significant macro tailwinds. Solana processed over 1 billion transactions in 2024, with total value locked exceeding $8 billion across DeFi protocols alone. Much of this volume was in tokenized stocks and other tokenized financial assets like treasuries and commodity futures. As institutional adoption accelerates, the demand for reliable, low-latency validation services and transaction ordering is expected to grow exponentially.
“RockawayX’s business lines would grow Solmate’s treasury and Solmate’s treasury would grow RockawayX’s business lines,” said Marco Santori, Solmate CEO. “Some call it synergy to combine them. We call it the Infrastructure Flywheel™. Look at the big picture,” he continued, “the new Solmate is going to tackle a global blockchain infrastructure market that topped $20 billion in 2024. It could grow to over $390 billion by 2032, representing a sustained CAGR of 43.6%.1 This is a big prize. Viktor and I want to win it. Doing so will require a big treasury, a lot of hardware, and low-latency connectivity. This term sheet marks an important step toward bringing them all together.”
“As an early investor in Solana and the largest PIPE investor in Solmate, we’ve had conviction in both the network and this strategy from day one,” said Viktor Fischer, CEO of RockawayX. “We designed our firm based on what blockchain projects need to scale and grow: capital, infrastructure, and liquidity. Alongside Marco and Solmate, we will leverage this expertise to power the Internet Capital Markets thesis and make the UAE the global hub of on-chain finance.”
The UAE: The Capital of On-chain Finance
The planned transaction further cements Abu Dhabi’s position as a global center for blockchain infrastructure and digital asset innovation. The UAE’s strategic geographic location creates natural latency advantages for transaction ordering services targeting institutional participants across three continents. The region’s concentration of sovereign wealth and institutional capital provides unparalleled access to balance sheet funding for continued treasury growth, while the government’s explicit support for digital transformation initiatives reduces regulatory uncertainty that has constrained competitors in other jurisdictions. Through the combined entity’s bare-metal validator operations and expanding co-location capabilities, Solmate expects to establish Abu Dhabi as the premier staking and transaction hub for the Solana ecosystem globally.
As a strategic partner of Abu Dhabi Finance Week (December 8-11, 2025), Solmate’s commitment to the region extends beyond infrastructure deployment. Solmate CEO Marco Santori and RockawayX CEO Viktor Fischer will deliver a joint keynote address on December 10, 2025, outlining the company’s vision for Abu Dhabi’s role in the future of institutional digital asset infrastructure and transaction ordering.
| 1 | https://www.fortunebusinessinsights.com/industry-reports/blockchain-market-100072 |
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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 develops 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 by the use of 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.
MEDIA CONTACT
Solmate@ICRinc.com
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Exhibit 99.2
Dear Investors,
I’m thrilled to announce that Solmate has signed a term sheet to merge RockawayX and Solmate. The term sheet is nonbinding, and we must still put together a definitive agreement, but we are too excited about the deal to keep it to ourselves.
Under the deal terms, RockawayX will become a wholly-owned subsidiary of Solmate. Viktor will continue to run the day-to-day business of the RockawayX subsidiary as its CEO and step into an executive chairman role at Solmate. I will remain Solmate’s CEO, overseeing the unified infrastructure and treasury strategy. Solmate stock will still trade under the SLMT ticker, and we plan to continue pursuing our SOL acquisition strategy. We intend for Solana to remain the core of what we do.
RockawayX, led by its CEO Viktor Fischer, was an anchor investor in our PIPE and has been a strategic partner in our journey in the UAE since inception. Since then, he and I have toured data centers, given speeches, selected vendors and planned the future of our co-branded validator - all side-by-side in one way or another. Along the way, we taught each other about the potential of the US capital markets, the power of stake-weight on high performance blockchain networks, and how we could make the most of them in the UAE.
It became clear to us that the best way to bring all of this together would be… together.
I’m outspoken on why I think infrastructure is the future for treasury companies. Similarly, I think building a treasury is the future for infrastructure companies. In our PIPE transaction I emphasized the power of our partnership with RockawayX, how we would build bare metal together and why simply staking our SOL to the cloud would never be enough. I still very much believe this to be true. The fate of a pure-play DAT is to simply earn yield from the treasury by delegating it to a third party. Maybe sprinkle some asset management on top. That’s good, but I believe we can do better.
Building bare metal allows us to not only earn yield from the dollar value of our SOL, but simultaneously earn cash from the stake weight of having so much SOL on a validator we control. This stake weight will allow us to sell RPC and transaction landing services that generate cash. With that cash, we can buy even more SOL, which multiplies our ability to generate the cash. We call this our Infrastructure Flywheel. Combining with RockawayX brings together the two pieces of this strategy: Solmate’s access to the capital markets and RockawayX’s infrastructure-building expertise. Solmate’s growing stake will fuel RockawayX’s validators and RX’s validators will fuel Solmate’s growing stake.
But RockawayX does more than just validation. RockawayX is a fully-integrated infrastructure business. Viktor and team provide liquidity services like lending and market-making. They invest in young infrastructure projects, too, like Double Zero (a new high-performance network built specifically for blockchains), and Kamino (an automated DeFi yield platform). Finally, they offer asset management and yield generation to institutional clients. This is a perfect fit for Solmate’s treasury strategy, which relies on these business lines for its success.
In my last letter to you, I emphasized Solmate’s long-term focus on earnings over mere mNav optimization. This combination with RockawayX is calibrated to sharpen that focus. I want the market to value us on what we will build, not just on what assets we have on the books. I could not be more excited about our future together. I hope you are, too, because I want you along with us on this journey.
Sincerely,
Marco Santori
CEO, Solmate