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 June 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to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933,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 June 1, 2026, the
Company issued a press release with respect to its compliance with Nasdaq’s minimum bid price requirement and the cancellation of
Nasdaq hearing. 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. |
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Description |
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| 99.1 |
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Press release, dated as of June 1, 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: June 1, 2026 |
BRERA HOLDINGS PLC |
| |
|
|
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By: |
/s/ Ron Sade |
| |
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Ron Sade |
| |
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Chief Executive Officer |
Exhibit 99.1
Brera Holdings PLC (NASDAQ: SLMT) (d/b/a
Solmate Infrastructure) Regains Compliance with Nasdaq
Minimum Bid Price Requirement; Nasdaq Hearing Cancelled
Nasdaq Hearings Department
Confirms Compliance with Listing Rule 5550(a)(2); Ordinary Shares to Continue Trading on Nasdaq Capital Market
DUBLIN–(BUSINESS
WIRE)–Brera Holdings PLC (Nasdaq: SLMT) (the “Company” or “Solmate Infrastructure”) today announced that
it has received written notification from the Nasdaq Hearings Department confirming that the Company has regained compliance with Nasdaq
Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1.00 per share (the “Minimum
Bid Price Requirement”).
As a result of the Company’s
compliance with the Minimum Bid Price Requirement and all other applicable Nasdaq Capital Market listing standards, the Nasdaq Hearings
Department has advised the Company that the hearing previously scheduled before the Nasdaq Hearings Panel on June 2, 2026 has been cancelled.
Accordingly, the Company’s
Class B ordinary shares will continue to be listed and traded on The Nasdaq Capital Market under the symbol “SLMT.”
As previously disclosed,
the Company effected a 1-for-10 reverse share split of its ordinary shares on May 14, 2026 as part of its efforts to regain compliance
with the Minimum Bid Price Requirement. Following the reverse share split, the Company achieved the required minimum closing bid price
and has now received confirmation from Nasdaq that the matter has been resolved.
The Company appreciates
the continued support of its shareholders throughout the compliance process and remains focused on executing its business strategy and
creating long-term shareholder value.
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 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
business strategy, future growth, market opportunities and shareholder value creation. These forward-looking statements are based on current
expectations, estimates, assumptions and projections and involve known and unknown risks, uncertainties and other factors that may cause
actual results to differ materially from those expressed or implied by such statements. Additional information concerning these and other
risks is contained in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation
to update any forward-looking statements except as required by applicable law.
Contacts
Investors
John Ragozzino Jr., CFA
Solmate@icrinc.com
