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to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933,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 21, 2026, the Company issued a press release
to announce the pricing of a registered direct offering.
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 21, 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 21, 2026 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Ron Sade |
| |
|
Ron Sade |
| |
|
Chief Executive Officer |
Exhibit 99.1
DUBLIN, May 21, 2026
Solmate Infrastructure (Nasdaq: SLMT) Announces $10M+ Registered
Direct Offering Led by CEO and Board Member at Premium to Market Price
Brera Holdings PLC (Nasdaq: SLMT), (the “Company”
or “Solmate”), today announced that it has entered into a definitive agreement with each of Ron Sade, Chief Executive
Officer, and Keren Maimon, Member of the Board of Directors, for the purchase and sale of an aggregate of 2,298,000 of the Company’s
Class B ordinary shares, nominal value $0.50 per share (the “Shares”) at a purchase price of $4.97 per Share in a registered
direct offering priced at a premium to the current market price. The aggregate gross proceeds of the offering to the Company are expected
to be approximately $11.4 million. The transaction is expected to close on or about May 27, 2026, subject to customary closing conditions.
Offering Disclosure
The securities described above are being offered
and sold by the Company in a registered direct offering pursuant to a shelf registration statement on Form F-3 (File No. 333-276870)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on February 5, 2024 and became
effective on February 13, 2024. The offering is being made only by means of a prospectus supplement and accompanying base prospectus
that form a part of the effective registration statement, which will be accessible on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Brera Holdings PLC
Brera Holdings PLC (d/b/a Solmate Infrastructure) is a Solana-focused
crypto infrastructure company focused on building institutional-grade Solana staking, validation and treasury infrastructure, with a strategic
foothold in Abu Dhabi.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities
laws. Among other things, the business outlook from management in this press release, as well as the Company’s strategic and operational
plans, contain forward-looking statements. A number of factors could cause actual results to differ materially from those contained in
any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s
future business development, financial condition and results of operations; changes in the Company’s expenditures; general economic
and business conditions globally; and assumptions underlying or related to any of the foregoing. Further information regarding these and
other risks is included in the Company’s annual report on Form 20-F and current report on Form 6-K and other documents filed with
the SEC. Actual results may differ materially from those indicated by these forward-looking statements. Forward-looking statements speak
only as of the date of this press release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events, or otherwise.
Investor Relations Contact
John Ragozzino Jr., CFA
ICR Inc.
Solmate@icrinc.com
Nasdaq: SLMT • www.solmate.com • Abu
Dhabi, UAE & Dublin, Ireland
