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 April 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to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933,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
Receipt of Nasdaq
Staff Delisting Determination
On April 27, 2026, the
Company issued a press release with respect to the Staff Determination. 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.
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Exhibit No. |
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Description |
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| 99.1 |
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Press release, dated as of April 27, 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: April 27, 2026 |
BRERA HOLDINGS PLC |
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By: |
/s/ Guy Hirsch |
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Guy Hirsch |
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Interim Chief Operating Officer |
Exhibit 99.1
Brera Holdings PLC (d/b/a Solmate Infrastructure)
Received Nasdaq Staff Determination Regarding Minimum Bid Price Deficiency; Intends to Request Hearing Before Independent Panel
Staff Determination
Issued Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) Following Prior Reverse Stock Split; Company’s Hearing Request Will Automatically
Stay Any Suspension or Delisting Action Pending the Panel Decision; Company Expects to Regain Compliance with Nasdaq Minimum Bid Price
Requirement Following Shareholder Approval of Reverse Share Split Received Earlier This Month
Dublin, Ireland – April 27, 2026
— Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT) today disclosed
that on April 23, 2026, the Company received a written determination letter (the “Staff Determination”) from the Listing Qualifications
Staff of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that the Staff has determined to delist the Company’s
Class B ordinary shares, $0.005 nominal value per share (“Ordinary Shares”), from The Nasdaq Capital Market unless the Company
requests an appeal of the determination before an independent Hearings Panel (the “Panel”) by April 30, 2026.
The Staff Determination
was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) on the grounds that the Ordinary Shares failed to maintain a minimum closing
bid price of $1.00 per share for 30 consecutive business days from March 11, 2026 through April 22, 2026, as required under Nasdaq Listing
Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), and that the Company is ineligible for a 180-calendar day compliance
period due to the fact that the 1 for 10 reverse stock split effected on June 26, 2025 was completed within one year of the current bid
price deficiency.
The Company intends to
timely request a hearing before the Panel pursuant to Nasdaq Listing Rule 5815(a). The hearing process provides the Company with an opportunity
to present a comprehensive plan to restore compliance with all applicable listing standards. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B),
the filing of the hearing request will automatically stay any suspension or delisting action pending the hearing and the issuance of the
Panel’s written decision. During this period, the Ordinary Shares will continue to be listed and traded on Nasdaq under the ticker
symbol “SLMT.”
As previously disclosed,
the Company’s shareholders approved a 10-for-1 reverse share split of the ordinary shares of the Company at an extraordinary general
meeting of shareholders held on April 7, 2026, subject to a determination of the Company’s board of directors (the “Board”)
to effectuate the reverse share split in its sole discretion. The Board is working to complete the necessary steps to effectuate the reverse
share split before making such determination and expects the Company to regain compliance with the Minimum Bid Price Requirement once
the reverse share split is effectuated.
This disclosure is being
made pursuant to Nasdaq Listing Rule 5810(b), which requires public disclosure of the Staff Determination no later than four business
days following receipt.
The Company will provide
further disclosure regarding its hearing date, compliance plan, and any related corporate actions as appropriate. Shareholders are encouraged
to monitor the Company’s filings with the SEC on EDGAR at www.sec.gov and the Company’s website at www.solmate.com for
updates.
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.
www.solmate.com.
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 Company’s
intention to request a hearing before the Panel; the expected automatic stay of any suspension or delisting action pending such hearing;
the Company’s ability to present a compliance plan and restore compliance with the Minimum Bid Price Requirement; the Board’s
expectation that the Company will regain compliance with the Minimum Bid Price Requirement once a 10-for-1 reverse share split is effectuated;
and the Board’s evaluation of potential capital markets transactions and other corporate actions. 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.
