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(File Nos. 333-269535 and 333-287999), in each case, to the extent not superseded by documents or reports subsequently filed or furnished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 CONTAINED
IN THIS FORM 6-K REPORT
On May 12, 2026, the Company issued a press release
to provide an update on 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 12, 2026. |
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 12, 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)
Announces Reverse Share Split to Regain Compliance with Nasdaq’s Minimum Bid Price Rule
Dublin, Ireland, May 12, 2026 — Brera
Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT) today announced a 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, and the Company obtained shareholder approval for the Reverse Share Split at an extraordinary
general meeting on April 7, 2026.
The Company’s Class B ordinary shares will
continue to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SLMT”
and will begin trading on a split-adjusted basis when the market opens on May 14, 2026. The new CUSIP number for the Company’s Class
B ordinary shares following the Reverse Share Split will be G13311132.
The Reverse Share Split is intended to enable
the Company to regain compliance with Nasdaq Listing Rule 5550(a)(2), pursuant to which the Company is required to maintain a minimum
bid price of at least $1 per share for continued listing on Nasdaq (the “Minimum Bid Price Rule”).
The Reverse Share Split will adjust the number
of issued and outstanding Class B ordinary shares from approximately 83,874,383 shares to approximately 8,387,438 shares. There is no
Class A ordinary share outstanding. Every 10 issued and outstanding ordinary shares of the Company as of the effective time will be consolidated
into one ordinary share. In addition, the Reverse Share Split will effect a reduction in the number of shares issuable pursuant to the
Company’s equity awards, warrants, and convertible preferred shares outstanding as of the effective time of the Reverse Share Split
with a corresponding increase in the exercise or conversion price per share. The other terms of the ordinary shares of the Company are
not affected by the Reverse Share Split.
No fractional shares will be issued in connection
with the Reverse Share Split. All fractional entitlements to shares will be combined, aggregated and then sold in the market. Equiniti
Trust Company, LLC is acting as transfer and exchange agent for the Reverse Share Split. Registered shareholders are not required to take
any action to receive post-Reverse Share Split shares. Shareholders who are holding their shares in electronic form at brokerage firms
need not take any action as the effect of the Reverse Share Split will automatically be reflected in their brokerage accounts.
Additional information about the Reverse Share
Split can be found in the Company’s Reports on Form 6-K filed with the Securities and Exchange Commission (the “SEC”)
on May 12, 2026, and April 28, 2026, which are 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
