Solmate (NASDAQ: SLMT) drops RockawayX merger to pursue flexible M&A

Rhea-AI Filing Summary

Brera Holdings PLC, operating as Solmate Infrastructure, has terminated its non-binding term sheet to acquire RockawayX a.s. Instead of pursuing the previously proposed merger, the companies will continue their existing strategic partnership under a validator services agreement, with RockawayX CEO Viktor Fischer remaining on Solmate’s board.

Solmate explains to investors that crypto market conditions have changed since the term sheet was negotiated, with lower asset and acquisition prices, more attractive targets, and a stronger talent market. The company highlights a solid balance sheet, minimal debt, and a focus on preserving shareholder equity by avoiding dilution while pursuing more flexible, selective M&A, acqui-hires, and organic growth opportunities.

Insights

Equity analyst – crypto infrastructure

Solmate cancels RockawayX merger, keeps partnership and emphasizes flexible, less dilutive growth.

Solmate Infrastructure has decided not to proceed with its proposed RockawayX merger, despite an earlier term sheet. Management cites sharply lower asset valuations, plentiful acquisition targets, and improved hiring conditions as reasons to favor multiple smaller deals and organic growth over one transformative transaction.

The company underscores a strong balance sheet, very low debt, and no immediate need to sell SOL holdings, suggesting meaningful financial flexibility. It also reiterates a commitment to minimizing shareholder dilution, directly addressing prior investor concerns about the merger’s equity impact.

Strategically, Solmate keeps RockawayX as a major investor, board representative, and core infrastructure partner under a validator services agreement in the UAE. This preserves operational collaboration and staking economics while avoiding integration complexity, with future value dependent on execution of its opportunistic M&A and infrastructure plans.

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 February 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

Termination of Non-Binding Term Sheet

On February 5, 2026, Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), a Solana-based crypto infrastructure company, terminated its previously-announced non-binding term sheet (the “Term Sheet”) with RockawayX Holding a.s. relating to the proposed acquisition of RockawayX a.s.

On February 9, 2026, the Company issued a press release announcing the termination of the Term Sheet. 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.

PIPE Investor Letter

In connection with the termination of the Term Sheet, the Company is concurrently sending a letter to certain accredited investors (the “PIPE Investors”). A copy of the letter is attached to this Form 6-K as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

This Form 6-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to plans and strategies to build infrastructure in the Middle East, the Company’s plans for value creation and strategic advantages, strategies for and execution on M&A, execution on market size and growth opportunities and the expected financial impacts of the proposed actions described herein. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the proposed actions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the actions and the digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to Brera Holdings’ operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of Brera Holdings’ securities may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which Brera Holdings does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in Brera Holdings’ filings with the Securities and Exchange Commission. The forward-looking statements herein speak only as of the date of this document, and Brera Holdings undertakes no obligation to update or revise any of these statements.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release, dated February 9, 2026
99.2		Letter to PIPE Investors, dated February 9, 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: February 9, 2026	BRERA HOLDINGS PLC
	By:	/s/ Marco Santori
		Marco Santori
		Chief Executive Officer

2

Exhibit 99.1

Solmate Prioritizes Capital Efficiency, Shifts RockawayX Relationship to Strategic Partnership

Decision reflects market conditions, commitment to preserving shareholder equity and minimizing dilution

Strategic partnership set to continue under existing validator services agreement

ABU DHABI, UAE – February 9, 2026 — Solmate Infrastructure (Nasdaq: SLMT), a leading Solana infrastructure company with a strategic focus on Abu Dhabi, today announced its decision not to pursue a merger with RockawayX pursuant to its previously announced term sheet. The companies will continue their current strategic partnership to leverage RockawayX’s infrastructure and yield optimization expertise, and RockawayX CEO, Viktor Fischer, will remain a Solmate board member. The decision reflects Solmate’s commitment to equity-efficient growth and eliminates the dilution associated with the transaction as the company focuses on its infrastructure strategy.

“Market conditions have changed dramatically since we negotiated the deal with RockawayX,” said Marco Santori, CEO of Solmate. “Assets are discounted, acquisition targets today are more plentiful, and we are in a capital position to take advantage of the opportunity. As independent companies, Solmate and RockawayX will continue to collaborate closely towards shared objectives. Moving forward as independent companies allows Solmate to remain lean, without the friction of a complex integration.”

Validator Agreement Demonstrates Ongoing Partnership Value

RockawayX remains a major investor in Solmate and a key partner in the operation and growth of Solmate’s bare metal validator strategy in the UAE. This infrastructure will provide exchanges, traders, and market makers with critical performance advantages including reduced latency and improved execution in markets where milliseconds matter. The partnership model allows Solmate to capture 100% of staking rewards, while mitigating technical risk and operational expenses. It is a capital efficient blueprint for how Solmate can scale across the region.

“We retain high conviction in Solmate’s long-term value,” said Viktor Fischer, CEO of RockawayX. “Since first investing, our priority has been to support Solmate to maximize its treasury yield and deliver world-class Solana infrastructure. We are confident that we can jointly achieve those objectives without combining our entities. RockawayX’s mission remains to back and build the most impactful digital asset businesses, and we believe Solmate will prove to be one of them. We look forward to continuing our close collaboration and building together as strategic partners.”

About Solmate Infrastructure

Solmate Infrastructure, the operating name of Brera Holdings PLC (NASDAQ: SLMT), builds institutional-grade Solana staking, validation, and treasury infrastructure with a strategic focus on Abu Dhabi. Backed by ARK Invest, RockawayX, Pulsar Group, and leading UAE investors, Solmate deploys capital and hardware to drive Solana adoption across the Middle East and beyond while continuing to operate its multi-club football business. For more information visit www.solmate.com.

About RockawayX

RockawayX is a global digital asset firm operating across three divisions: 1) infrastructure, 2) liquidity and 3) asset management. RockawayX Infrastructure runs bare-metal hardware blockchain nodes and validators that the firm owns and operates, and develops bespoke software and hardware solutions for transaction ordering. RockawayX Liquidity generates yield on-chain by lending capital to DeFi protocols and applications. It also operates market making and solver divisions that power major cross-chain settlement layers. RockawayX Asset Management invests in early stage infrastructure businesses and DeFi protocols forming the foundation of the new on-chain financial system. RockawayX is part of the Rockaway Capital group, an asset manager operating several open-ended investment funds in Private Equity and Tech.

Forward-Looking Statements

This press release contains forward-looking statements regarding Solmate’s strategic plans, partnership arrangements, and infrastructure development. These statements involve risks and uncertainties that could cause actual results to differ materially, including market conditions, regulatory changes, and operational challenges. Solmate undertakes no obligation to update these statements except as required by law.

Media Contact

Solmate@ICRinc.com

Exhibit 99.2

Dear Shareholders,

There is blood in the crypto streets. Acquisition targets today are available at historically low prices and with minimal dilution. Coins are cheap. Smart teams are looking for acqui-hires. It’s a different world than the autumn of 2025, when we started negotiating the term sheet to merge with RockawayX. In these market conditions and given the opportunities available to the company, Solmate has decided not to pursue the deal.

I’ll detail some of the reasons why we came to this decision:

The M&A Market has Improved

Valuations have compressed across the crypto industry and created attractive conditions for selective acquisitions, asset purchases, and strategic investments. The most dramatic change in condition, of course, being lower acquisition prices. This favors a flexible, opportunistic approach to M&A rather than a single transformative merger. We can make multiple, targeted acquisitions in this market.

The Market for Talent is Better, Too

As asset prices decline, talented engineers, traders and executives all become more available. This means acqui-hires are easier, but it also means that we can hire and build organically. Acquisitions are just one way to achieve our growth goals, after all. Forgoing the RockawayX deal in this market means more resources available to attract talent when these resources will be the most impactful.

Our Strong Balance Sheet Gives us Financial Flexibility

Solmate maintains a solid financial position. We have the dollars for a long runway, even in this market. We have no immediate need to sell SOL. We have almost no debt. This means we have market power. We have plenty of room on our balance sheet to borrow cash and buy SOL at cheap prices. We have cash and unencumbered stock to buy companies. Because we have been financially prudent, we can be strategically nimble.

We are Committed to Minimizing Shareholder Dilution

Solmate investor feedback for the RockawayX deal (and on RockawayX itself) was positive, but investors did express concern with dilution. Preserving and enhancing shareholder value remains a core priority for us. The Company is committed to pursuing growth strategies that avoid unnecessary dilution and maintain capital efficiency. The opportunity to do so exists in this new market.

RockawayX and Solmate aren’t parting ways. RockawayX continues to be one of our largest investors. Our teams coordinate weekly, if not daily. Viktor remains on our board of directors. We will continue to operate the UAE’s only performant bare metal validator and grow it together. The best way for us to move forward is as strategic partners.

We appreciate your continued trust and support, and we remain focused on building long-term value while navigating the current market environment with discipline, flexibility, and prudence.

Marco Santori

CEO, Solmate

Forward-Looking Statements

This letter includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to plans and strategies to build infrastructure in the Middle East, the Company’s plans for value creation and strategic advantages, strategies for and execution on M&A, execution on market size and growth opportunities and the expected financial impacts of the proposed actions described herein. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the proposed actions described herein may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the actions and the digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to Brera Holdings’ operations and business, including the highly volatile nature of the price of Solana and other cryptocurrencies; the risk that the price of Brera Holdings’ securities may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries and markets in which Brera Holdings does and will operate (including the applicable digital assets market); risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes, as well as those risks and uncertainties identified in Brera Holdings’ filings with the Securities and Exchange Commission. The forward-looking statements herein speak only as of the date of this document, and Brera Holdings undertakes no obligation to update or revise any of these statements.

FAQ

What did Solmate Infrastructure (SLMT) announce about the RockawayX merger?

Solmate Infrastructure announced it will not proceed with its planned merger with RockawayX. Instead, the companies will maintain their existing strategic partnership, including a validator services agreement, while Solmate pursues more flexible M&A and organic growth opportunities in the current crypto market environment.

Why is Solmate Infrastructure (SLMT) terminating the RockawayX term sheet?

Solmate is ending the RockawayX term sheet because market conditions have changed, with lower crypto asset and acquisition prices and more available targets. Management believes this favors selective deals and organic hiring, while also helping minimize shareholder dilution and retain financial flexibility for future opportunities.

How will Solmate and RockawayX continue working together after the merger cancellation?

After canceling the merger, Solmate and RockawayX will continue as strategic partners. RockawayX remains a major investor, supports Solmate’s bare metal validator strategy in the UAE, and CEO Viktor Fischer stays on Solmate’s board, preserving close operational and governance collaboration between the two companies.

What does Solmate Infrastructure (SLMT) say about its balance sheet and runway?

Solmate states it maintains a solid financial position, with dollars for a long runway, almost no debt, and no immediate need to sell SOL. Management emphasizes this balance sheet strength gives the company market power and flexibility to pursue acquisitions, investments, and talent in the current crypto downturn.

How is Solmate Infrastructure (SLMT) addressing shareholder dilution concerns?

Solmate explicitly notes investor concerns about dilution from the RockawayX deal and highlights a commitment to capital-efficient growth. By not pursuing the merger, the company aims to preserve shareholder equity while using its cash, stock, and borrowing capacity more selectively in the current opportunity-rich crypto market.

What role does the UAE bare metal validator play in Solmate’s strategy?

Solmate’s UAE bare metal validator is described as the only performant bare metal validator in that market, supporting exchanges, traders, and market makers. The partnership with RockawayX helps deliver reduced latency and improved execution, and serves as a blueprint for scaling Solana infrastructure across the region.