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 ☐
INFORMATION CONTAINED
IN THIS FORM 6-K REPORT
Letter to Shareholders
On May 27, 2026, the Company issued a letter from
its Chief Executive Officer and a member of the Board of Directors of the Company to its shareholders.
A copy of the letter to the shareholders is furnished
as Exhibit 99.1 to this Report on Form 6-K. The information contained in the letter to the shareholders furnished as Exhibit 99.1 to this
Report on Form 6-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after
the date hereof, except as shall be expressly set forth by specific reference to any such filing.
| Exhibit No. |
|
Description |
| 99.1 |
|
Letter to Shareholders. |
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 27, 2026 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Ron Sade |
| |
Ron Sade |
| |
|
Chief Executive Officer |
Exhibit
99.1
Letter
to Shareholders of Brera Holdings PLC
(d/b/a Solmate Infrastructure)
DUBLIN--(BUSINESS
WIRE)--Brera Holdings PLC (Nasdaq: SLMT) (the "Company" or "Solmate Infrastructure"), today issued the following
letter from Ron Sade, Chief Executive Officer and Keren Maimon, Board Member:
Dear
Shareholders,
Last
Thursday morning, we announced significant personal investments into Solmate.
We
invested because we genuinely believe in where this Company is going and in the opportunity ahead of us.
The
financial system is changing. Digital assets, tokenization, and blockchain infrastructure are becoming increasingly integrated into global
capital markets, and we believe Solana is positioned to become one of the core technologies behind that shift.
Our
goal is simple: to build Solmate into a leading institutional gateway to the Solana ecosystem.
While
the Company holds digital assets in connection with its operations, we also intend to build real infrastructure across staking, validation,
RPC services, colocation, and digital asset operations designed for institutions that want serious exposure to the ecosystem through
a public Company structure.
We
believe Solmate is uniquely positioned to execute on this opportunity.
Our
base in Abu Dhabi gives us a strong strategic position as the UAE continues establishing itself as a global hub for digital assets and
next-generation financial infrastructure. Combined with our growing relationships across the Solana ecosystem and broader institutional
market, we believe the foundation we are building is extremely powerful.
As
of December 31, 2025, the Company had Total Assets of approximately $193 million1, and we believe it is well-positioned
to serve as a bridge between institutional capital and one of the fastest-growing regulated digital asset markets globally.
Over
the past several weeks, we also made major operational changes inside the Company:
| ● | executive
compensation is now directly aligned with shareholder performance, |
| ● | operating
costs were significantly reduced, |
| ● | and
the Company is now fully focused on long-term execution and growth. |
Today’s
investment reflects our conviction in our ability to execute.
We
are actively evaluating additional strategic partnerships, infrastructure opportunities, and SOL treasury initiatives as we continue
building the Company.
The
next few months are going to be very exciting for Solmate as we continue executing on our roadmap and sharing additional updates with
the market.
We’re
just getting started.
Sincerely,
Ron Sade Chief Executive Officer
Keren Maimon, Board Member
Solmate
Infrastructure PLC Nasdaq: SLMT
| 1 | Total assets of €164,339 (in thousands), as of December
31, 2025, using a conversion ratio of €1.00 = $1.1750, were approximately $193,098 (in thousands). |
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
letter 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 strategic direction and operating plans; its ability to execute on cost reduction initiatives and maintain capital
discipline; its plans to expand institutional infrastructure, including validator, staking, RPC, colocation and related technology services;
its ability to strengthen institutional relationships and enhance market understanding of the Company’s value; its ability to develop
investor-facing tools and improve transparency; its ability to diversify risk and allocate capital effectively; the Company’s positioning
as a preferred gateway for institutional investors across the Middle East and Asia; the anticipated benefits of relationships with strategic
partners, including the Pulsar Group and the Solana Foundation; the Company’s expectations regarding its financial performance,
asset base, and long-term growth; and the Chief Executive Officer’s and Board member targets and objectives. 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
