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6-K

Brera Holdings PLC (SLMT)

6-K 2026-05-06 For: 2026-05-05
View Original
Added on May 06, 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 May, 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 i) 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, and ii) registration statements on Form S-8 (File Nos. 333-269535 and 333-287999), in each case, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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 CONTAINEDIN THIS FORM 6-K REPORT

On May 5, 2026, the Company issued a press release to provide an update on the expected timing of the previously approved reverse share split.

A copy of the press release is attached to this Report on Form 6-K as Exhibit 99.1 and is incorporated herein by reference.


Exhibit No. Description
99.1 Press Release, dated as of May 5, 2026.

1

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: May 5, 2026 BRERA HOLDINGS PLC
By: /s/ Ron Sade
Ron Sade
Chief Executive Officer
2

Exhibit 99.1

Brera Holdings PLC (d/b/a Solmate Infrastructure)Provides Update on Expected Timing of Previously Approved Reverse Share Split


Company Expects Reverse Share Split to BecomeEffective on or About May 14, 2026, Subject to Nasdaq Processing


Dublin, Ireland, May 5, 2026 — Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), today provided an update on the expected timing of its previously approved 1-for-10 reverse share split (the “Reverse Share Split”) of the Company’s ordinary shares.

The Company’s board of directors approved the Reverse Share Split on May 1, 2026, following shareholder approval at an extraordinary general meeting held on April 7, 2026, as previously disclosed.

The Company has submitted a Nasdaq Company Event Notification Form to The Nasdaq Stock Market LLC (“Nasdaq”) and currently expects the Reverse Share Split to become effective on or about May 14, 2026, subject to Nasdaq’s processing of the notification and the completion of customary administrative steps.

Subject to the foregoing, the Company expects that its Class B ordinary shares will continue to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC under the symbol “SLMT” and will begin trading on a split-adjusted basis on or about May 14, 2026. Upon the effectiveness of the Reverse Share Split, the current 83,874,383 Class B ordinary shares outstanding will be combined and consolidated into 8,387,438 shares of Class B ordinary shares.

The Reverse Share Split is intended to enable the Company to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of at least $1.00 per share for continued listing on Nasdaq.

Additional information about the Reverse Share Split can be found in the Company’s Report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2026, and subsequent Report(s) on Form 6-K, which are or will be available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at www.solmate.com.


About Brera Holdings PLC

Brera Holdings PLC (d/b/a Solmate Infrastructure) is a Solana-based crypto infrastructure company with a strategic focus on Abu Dhabi. The company creates value by working with its partners to build infrastructure and real hardware for the crypto revolution. Its cutting-edge Solana staking infrastructure will help drive the adoption of the network in the Middle East. Backed by Ark Invest, RockawayX, Pulsar Group and other UAE and international investors, Solmate Infrastructure expects to process Solana transactions faster, more efficiently and more profitably than other companies. For additional information, please visit www.solmate.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions. These statements include, but are not limited to, statements regarding the effectuation of the Reverse Share Split; the Company’s ability to regain compliance with the Minimum Bid Price Rule; and the Company’s expectation that it will regain compliance with the Minimum Bid Price Rule once the Reverse Share Split is effectuated. These forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors—many of which are beyond the Company’s control—that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that may affect actual results include, among others, the Company’s ability to execute its growth strategy; the outcome of the Nasdaq hearings panel process; market conditions, regulatory changes, operational challenges, and other risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the SEC on May 15, 2025, as amended on May 28, 2025, and in subsequent filings with the SEC, available at www.sec.gov. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Contacts

Investors

John Ragozzino Jr., CFA

Solmate@icrinc.com