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 March 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
Extraordinary General Meeting
On March 10, 2026, Brera Holdings PLC, a public limited
company incorporated in the Republic of Ireland (the “Company”), made available to its shareholders a notice of and
proxy statement relating to the Company’s extraordinary general meeting (the “EGM”), which is expected to take
place on April 7, 2026, at 2:00 p.m., Irish Standard Time, and a form of proxy card in connection with the proposals sought
to be adopted by the EGM.
In connection with the EGM, on March 10, 2026, the
Company issued a press release announcing a strategic step to position the company as a premier institutional grade Solana infrastructure
provider. A copy of the press release is attached to this Report on Form 6-K as Exhibit 99.3 and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Notice of Extraordinary General Meeting and Proxy Statement |
| 99.2 |
|
Proxy Card |
| 99.3 |
|
Press release, dated March 10, 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: March 10, 2026 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Marco Santori |
| |
|
Marco Santori |
| |
|
Chief Executive Officer |
Exhibit 99.3
Solmate Solidifies Strategic Focus on UAE-Centric
Solana Hub, Announces Corporate Alignment to Blockchain Mission and Push for Institutional Growth
ABU DHABI, United Arab Emirates —
March 10, 2026 — Solmate Infrastructure (the "Company" or "Solmate") (currently Brera Holdings PLC, NASDAQ:
SLMT), today announced a strategic step to position the company as a premier institutional grade Solana infrastructure provider with its
primary operational focus on Abu Dhabi. To support this shift, the Board of Directors has approved a proposal to formally align the company’s
legal structure with this core blockchain mission, concentrate capital on digital infrastructure, and position itself for institutional
accessibility.
The proposal, which is subject to shareholder
approval, is designed to formally align the Company's legal structure with its focus on Solana infrastructure and treasury. It includes:
| ● | Corporate Name Change: Formally changing the legal entity name from Brera Holdings PLC to Solmate
Infrastructure PLC to align corporate brand and identity with the Company's Solana-based digital infrastructure business model. |
| ● | Constitutional Amendments: Officially updating the Company's constitutional documents to reflect
its digital asset infrastructure and treasury strategy focus. |
| ● | Capital Structure Revisions: Implementing a reverse stock split intended to position the company’s
shares within a more conventional trading range preferred by institutional investors and provide greater operational flexibility to pursue
strategic financing options. |
Additionally, the Company plans to streamline
its legacy sport portfolio by winding down operations of its underperforming soccer teams (Brera Tchumene and Brera IIch). The company
plans to retain its flagship Italian football operation (Juve Stabia), while redirecting liberated capital to accelerate its UAE- based
Solana infrastructure expansion.
“This transformation is the culmination
of Brera’s strategic shift toward infrastructure opportunities we see in Abu Dhabi.” said Marco Santori, Solmate CEO. by focusing
our capital and corporate identity on Solana, we are positioning ourselves to be a central player in the region’s rapidly expanding
digital economy. This is not just a name change, it is the evolution of a specialized infrastructure firm built for the future of capital
markets.”
Capital Structure Revisions
Subject to shareholder approval, the proposed
10-for-1 reverse stock split of the Company’s issued and outstanding common shares is expected to become effective shortly following
the shareholder meeting scheduled for April 7, 2026. In connection with the planned stock split every 10 Class A Ordinary Shares of nominal
value $0.05 each in the authorised and unissued and authorised and issued share capital of the Company would be consolidated into 1 Class
A Ordinary Share of nominal value $0.50 each and every 10 Class B Ordinary Shares of nominal value $0.05 each in the authorised and unissued
and authorised and issued share capital of the Company be consolidated into 1 Class B Ordinary Share of nominal value $0.50 each, with
the board of directors able to elect to abandon such proposed amendments and not effect the reverse share split authorised by shareholders,
in its sole discretion. No fractional shares will be issued.
Following the reverse split the Company’s
common shares will continue trading on the Nasdaq under the symbol “SLMT.” Proportionate adjustments will be made to all outstanding
equity awards and warrants and their exercise prices. The reverse stock split will affect all shareholders uniformly and will not alter
any shareholder’s percentage interest in the Company, except as a result of fractional share rounding.
Equiniti Trust Company, LLC, the Company’s
transfer agent, is acting as exchange agent for the reverse stock split. Shareholders holding shares in book-entry form are not required
to take any action to receive post-split shares. Shareholders holding shares through a broker, bank, or other record holder should contact
their holder of record with any questions.
About Solmate Infrastructure
Solmate Infrastructure, currently operating
as Brera Holdings PLC (NASDAQ: SLMT), together with its local strategic partners, 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 in Italy. For more information visit www.solmate.com.
Forward-Looking Statements
This press release contains forward-looking
statements regarding Solmate's strategic plans, corporate restructuring, partnership arrangements, and infrastructure development. These
statements involve risks and uncertainties that could cause actual results to differ materially, including market conditions, regulatory
changes, shareholder approval, and operational challenges. Solmate undertakes no obligation to update these statements except as required
by law.
Investor & Media Contact
Solmate@ICRinc.com
