Solmate Infrastructure prices $11.4M direct offering

Brera Holdings PLC (d/b/a Solmate Infrastructure) entered into a definitive agreement for a registered direct stock offering to its CEO and a board member.

Rhea-AI Filing Summary

Brera Holdings PLC (d/b/a Solmate Infrastructure) entered into a definitive agreement for a registered direct stock offering to its CEO and a board member. The Company will sell 2,298,000 Class B ordinary shares at $4.97 per share, a price described as a premium to the current market price, for expected gross proceeds of about $11.4 million. The buyers are Chief Executive Officer Ron Sade and director Keren Maimon, so the deal combines a capital raise with insider participation. The transaction is expected to close on or about May 27, 2026, subject to customary closing conditions, under an already effective Form F-3 shelf registration.

Insights

Equity capital markets analyst

Solmate raises about $11.4M in a premium, insider-led direct offering.

Solmate Infrastructure agreed to sell 2,298,000 Class B shares at $4.97 each to its CEO and a board member in a registered direct offering. Gross proceeds are expected to be about $11.4 million, providing additional equity capital via an already effective shelf registration.

Because the shares are sold directly to insiders at a stated premium to the current market price, the transaction avoids traditional underwriting fees and may signal management’s willingness to commit capital on those terms. The trade-off is dilution for existing holders, offset by the company’s increased cash balance.

The closing is expected on or about May 27, 2026, subject to customary conditions. Subsequent filings and financial reports can show how the new funds are reflected in the balance sheet and whether they support the company’s Solana-focused infrastructure initiatives.

Key Figures

Shares offered: 2,298,000 shares Offering price: $4.97 per share Gross proceeds: approximately $11.4 million +3 more

6 metrics

Shares offered 2,298,000 shares Class B ordinary shares in registered direct offering

Offering price $4.97 per share Purchase price for Class B ordinary shares

Gross proceeds approximately $11.4 million Expected aggregate gross proceeds to the company

Nominal value $0.50 per share Nominal value of Class B ordinary shares

Shelf registration file number 333-276870 Form F-3 shelf used for this offering

Expected closing date on or about May 27, 2026 Anticipated closing of the registered direct offering

Key Terms

registered direct offering, shelf registration statement, prospectus supplement, forward-looking statements, +2 more

6 terms

registered direct offering financial

"to announce the pricing of a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"only by means of a prospectus supplement and accompanying base prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995"

Form 6-K regulatory

"Exhibit 99.1 and is incorporated herein by reference"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did Solmate Infrastructure (SLMT) announce in this 6-K?

Solmate Infrastructure announced a registered direct offering of 2,298,000 Class B ordinary shares. The shares will be sold at $4.97 each to two insiders under an effective Form F-3 shelf registration statement.

How much capital is Solmate Infrastructure (SLMT) expected to raise?

The company expects aggregate gross proceeds of approximately $11.4 million from the offering. This comes from selling 2,298,000 Class B ordinary shares at a purchase price of $4.97 per share to its CEO and a board member.

Who is buying the newly issued Solmate Infrastructure (SLMT) shares?

The buyers are Ron Sade, Solmate’s Chief Executive Officer, and Keren Maimon, a member of the Board of Directors. They entered into definitive agreements to purchase all 2,298,000 Class B ordinary shares in this registered direct offering.

At what price are Solmate Infrastructure (SLMT) shares being sold in the offering?

The Class B ordinary shares are being sold at a purchase price of $4.97 per share. The company states this price represents a premium to the current market price at the time of the transaction announcement.

When is the Solmate Infrastructure (SLMT) direct offering expected to close?

The transaction is expected to close on or about May 27, 2026. Completion is subject to customary closing conditions, as is typical for registered direct equity offerings under an effective shelf registration statement.

Under which SEC registration statement is Solmate Infrastructure (SLMT) conducting this offering?

The securities are being offered pursuant to a shelf registration statement on Form F-3, File No. 333-276870. That registration statement was filed on February 5, 2024 and became effective on February 13, 2024, enabling this registered direct sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:12 PM EDT Learn about SEC filing dates

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.

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 21, 2026	BRERA HOLDINGS PLC
	By:	/s/ Ron Sade
		Ron Sade
		Chief Executive Officer

2

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE, DATED AS OF MAY 21, 2026 7.5 KB