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to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933,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
On April 24, 2026, Marco
Santori was terminated as the Chief Executive Officer and director of the Company. On April 29, 2026, the Company issued a press release
announcing that Ron Sade was appointed as the Company’s Chief Executive Officer, effective as of May 1, 2026.
The information contained
in the press release furnished as Exhibit 99.1 to the 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 |
| |
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| 99.1 |
|
Press release, dated as of April 29, 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 29, 2026 |
BRERA HOLDINGS PLC |
| |
|
|
| |
By: |
/s/ Guy Hirsch |
| |
Guy Hirsch |
| |
Interim Chief Operating Officer |
Exhibit 99.1
Brera Holdings PLC (d/b/a Solmate Infrastructure) Appoints Ron Sade
as Chief Executive Officer
DUBLIN - April 29, 2026 - Brera Holdings
PLC (Nasdaq: SLMT) (the “Company” or “Solmate Infrastructure”), today announced the appointment of Ron Sade
as Chief Executive Officer of the Company, effective May 1, 2026. Mr. Sade has served as a member of the Company’s Board of Directors
since September 2025 and brings extensive experience in technology investment, digital infrastructure, and strategic growth initiatives.
The Board of Directors believes Mr.
Sade’s leadership and industry expertise position the Company to execute on its strategic priorities and strengthen its
operational and capital markets positioning. Based in the United Arab Emirates, Mr. Sade is ideally situated to further the Company's focus on the region and accelerate its mission
to drive adoption of the Solana network across the Middle East.
“Ron has been a trusted member of our Board and a key strategic
advisor during a transformative period for the Company,” said Erez Simha, board member and chair of the Company’s audit committee.
“His deep understanding of technology infrastructure, capital markets, and growth-stage companies makes him the right leader to guide
Solmate Infrastructure through its next phase of development.”
Mr. Sade added: “I am honored to step into the role of Chief Executive
Officer at such an important time for the Company. We remain focused on executing our strategic initiatives, strengthening our financial
and operational foundation, and delivering long-term value to our shareholders. I look forward to working closely with the Board, our
employees, and our partners to advance the Company’s mission and restore full compliance with applicable listing standards.”
Mr. Sade is a technology investor and entrepreneur with significant experience supporting growth-stage companies across infrastructure, data,
and emerging technology sectors, including as an early stage investor in Solana. He is a co-founder of a number of venture capital firms, including
Brilliance Ventures, and has invested in numerous early-stage companies, particularly in the cryptocurrency and deep technology sectors.Mr.
Sade has been actively involved in advising companies on strategy, capital formation, and operational execution. Since joining the Board
of Directors of the Company in 2025, Mr. Sade has played a key role in supporting the Company's strategic initiatives and long-term planning.
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 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.
Contacts
Investors
John Ragozzino Jr., CFA
Solmate@icrinc.com