Solmate Infrastructure (NASDAQ: SLMT) sets 1-for-10 reverse share split date

Rhea-AI Filing Summary

Brera Holdings PLC (d/b/a Solmate Infrastructure) plans a 1-for-10 reverse share split of its Class B ordinary shares to address Nasdaq listing requirements. The company expects the split to become effective on or about May 14, 2026, subject to Nasdaq processing and administrative steps.

After effectiveness, the current 83,874,383 Class B ordinary shares outstanding will be consolidated into 8,387,438 shares, and the stock is expected to continue trading on The Nasdaq Capital Market under the symbol SLMT on a split-adjusted basis. The reverse split is intended to help the company regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

Positive

• None.

Negative

• The need for a 1-for-10 reverse share split to regain compliance with Nasdaq Listing Rule 5550(a)(2) highlights prior share-price weakness and an existing minimum bid price deficiency, which can be a negative signal around listing stability.

Insights

Equity capital markets analyst

Solmate uses a 1-for-10 reverse split to address Nasdaq bid-price noncompliance.

Solmate Infrastructure’s board and shareholders have approved a 1-for-10 reverse share split, consolidating 83,874,383 Class B ordinary shares into 8,387,438. The company expects the split to take effect on or about May 14, 2026, pending Nasdaq processing and standard administrative steps.

The stated goal is to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Reverse splits are mechanical and do not change overall market capitalization, but they can signal prior share-price weakness and listing risk. Execution depends on Nasdaq’s timelines and the company’s ability to sustain a compliant bid price after the adjustment.

Key Figures

Reverse split ratio: 1-for-10 Pre-split Class B shares: 83,874,383 shares Post-split Class B shares: 8,387,438 shares +2 more

5 metrics

Reverse split ratio 1-for-10 Previously approved reverse share split of Class B ordinary shares

Pre-split Class B shares 83,874,383 shares Class B ordinary shares outstanding before reverse share split effectiveness

Post-split Class B shares 8,387,438 shares Class B ordinary shares expected outstanding upon effectiveness

Expected effective date On or about May 14, 2026 Anticipated effective date of reverse share split, subject to Nasdaq processing

Nasdaq minimum bid rule $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement

Key Terms

reverse share split, Nasdaq Listing Rule 5550(a)(2), Minimum Bid Price Rule, foreign private issuer, +1 more

5 terms

reverse share split financial

"provided an update on the expected timing of its previously approved 1-for-10 reverse share split"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Nasdaq Listing Rule 5550(a)(2) regulatory

"intended to enable the Company to regain compliance with Nasdaq Listing Rule 5550(a)(2)"

Minimum Bid Price Rule regulatory

"the Company’s ability to regain compliance with the Minimum Bid Price Rule"

A minimum bid price rule is a stock market requirement that a listed company's share must trade above a set minimum price over a specified period to remain listed on an exchange. It matters to investors because falling below that threshold can trigger warnings, potential delisting, and reduced liquidity—similar to a student needing a passing grade to stay enrolled—making the shares harder to buy, sell, or value accurately.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K regulatory

"This Report on Form 6-K shall be deemed to be incorporated by reference"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form 6-K: How Foreign Companies Report to the SEC →

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 ☐

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 May 5, 2026, the Company issued a press release to provide an update on the expected timing of the previously approved reverse share split.

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.		Description
99.1		Press Release, dated as of May 5, 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: May 5, 2026	BRERA HOLDINGS PLC
	By:	/s/ Ron Sade
		Ron Sade
		Chief Executive Officer

2

Exhibit 99.1

Brera Holdings PLC (d/b/a Solmate Infrastructure) Provides Update on Expected Timing of Previously
Approved Reverse Share Split

Company Expects Reverse Share Split to Become Effective on or About May 14, 2026, Subject to Nasdaq Processing

Dublin, Ireland, May 5, 2026 — Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), today provided an update on the expected timing of its previously approved 1-for-10 reverse share split (the “Reverse Share Split”) of the Company’s ordinary shares.

The Company’s board of directors approved the Reverse Share Split on May 1, 2026, following shareholder approval at an extraordinary general meeting held on April 7, 2026, as previously disclosed.

The Company has submitted a Nasdaq Company Event Notification Form to The Nasdaq Stock Market LLC (“Nasdaq”) and currently expects the Reverse Share Split to become effective on or about May 14, 2026, subject to Nasdaq’s processing of the notification and the completion of customary administrative steps.

Subject to the foregoing, the Company expects that its Class B ordinary shares will continue to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC under the symbol “SLMT” and will begin trading on a split-adjusted basis on or about May 14, 2026. Upon the effectiveness of the Reverse Share Split, the current 83,874,383 Class B ordinary shares outstanding will be combined and consolidated into 8,387,438 shares of Class B ordinary shares.

The Reverse Share Split is intended to enable the Company to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of at least $1.00 per share for continued listing on Nasdaq.

Additional information about the Reverse Share Split can be found in the Company’s Report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2026, and subsequent Report(s) on Form 6-K, which are or will be available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at www.solmate.com.

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. For additional information, please visit www.solmate.com.

Cautionary Note Regarding 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 effectuation of the Reverse Share Split; the Company’s ability to regain compliance with the Minimum Bid Price Rule; and the Company’s expectation that it will regain compliance with the Minimum Bid Price Rule once the Reverse Share Split is effectuated. 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

FAQ

What reverse share split did Solmate Infrastructure (SLMT) approve?

Solmate Infrastructure approved a 1-for-10 reverse share split of its Class B ordinary shares. This will combine every ten existing shares into one new share, changing the share count but not the company’s overall market value by itself.

When does Solmate Infrastructure expect the SLMT reverse split to take effect?

The company currently expects the reverse share split to become effective on or about May 14, 2026. This timing depends on Nasdaq’s processing of its Company Event Notification Form and completion of customary administrative steps before trading adjusts.

How many Solmate Infrastructure shares will be outstanding after the reverse split?

Upon effectiveness, Solmate Infrastructure’s 83,874,383 Class B ordinary shares outstanding will be consolidated into 8,387,438 shares. This mechanical change increases the per-share price mathematically but does not, by itself, alter the company’s total equity value.

Why is Solmate Infrastructure conducting a reverse share split on SLMT stock?

The reverse share split is intended to help Solmate Infrastructure regain compliance with Nasdaq Listing Rule 5550(a)(2). That rule requires the company to maintain a minimum bid price of at least $1.00 per share for continued listing on The Nasdaq Capital Market.

Will Solmate Infrastructure’s SLMT shares remain listed on Nasdaq after the split?

The company expects its Class B ordinary shares to continue trading on The Nasdaq Capital Market under the symbol SLMT. Following the reverse split’s effectiveness, trading is expected to occur on a split-adjusted basis beginning on or about May 14, 2026.

Where can investors find more details on Solmate Infrastructure’s reverse split?

Additional details are available in the company’s Form 6-K filed on April 28, 2026, and subsequent Form 6-K filings. These documents can be accessed without charge on the SEC’s website at www.sec.gov and on Solmate Infrastructure’s corporate website, www.solmate.com.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE, DATED AS OF MAY 5, 2026 8.6 KB