Brera Holdings raises $11.4M in stock sale

Brera Holdings PLC, operating as Solmate Infrastructure, entered into a material definitive agreement for a registered direct equity financing.

Rhea-AI Filing Summary

Brera Holdings PLC, operating as Solmate Infrastructure, entered into a material definitive agreement for a registered direct equity financing. The company sold 2,298,000 Class B Ordinary Shares in a takedown from its effective Form F-3 shelf, generating approximately $11.4 million in gross proceeds before an estimated $0.05 million of expenses. The financing, completed without an underwriter or placement agent, closed on May 27, 2026. Brera plans to use the net proceeds for working capital and general corporate purposes.

Insights

Capital markets analyst

Brera raises $11.4M via registered direct equity sale.

Brera Holdings PLC completed a registered direct offering of 2,298,000 Class B Ordinary Shares, yielding approximately $11.4 million in gross proceeds under its Form F-3 shelf. The deal closed on May 27, 2026 without an underwriter or placement agent.

By avoiding intermediaries, the company is not paying underwriting discounts or commissions, and estimates only $0.05 million of offering expenses. All proceeds accrue to the issuer, which intends to deploy the net cash for working capital and general corporate purposes.

The transaction increases the company’s equity base and may dilute existing holders, though the degree of dilution is not quantified here. Future filings covering subsequent periods will show how this additional capital affects liquidity, operating runway, and any crypto infrastructure growth initiatives.

Key Figures

Shares sold: 2,298,000 shares Gross proceeds: $11.4 million Estimated offering expenses: $0.05 million +2 more

5 metrics

Shares sold 2,298,000 shares Class B Ordinary Shares in registered direct offering

Gross proceeds $11.4 million Aggregate proceeds to issuer before expenses

Estimated offering expenses $0.05 million Company’s estimated costs of the offering

Nominal value per share $0.50 per share Nominal value of Class B Ordinary Shares

Shelf registration file number 333-276870 Form F-3 shelf used for takedown

Key Terms

registered direct offering, Material Definitive Agreement, shelf registration statement, Form F-3, +2 more

6 terms

registered direct offering financial

"the Company agreed to sell to such Purchasers an aggregate of 2,298,000 Class B Ordinary Shares ... in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Material Definitive Agreement regulatory

"Entry into a Material Definitive Agreement. On May 21, 2026, Brera Holdings PLC ... entered into a subscription agreement"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

shelf registration statement regulatory

"effected as a takedown off the Company’s shelf registration statement on Form F-3 (File No. 333-276870)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"shelf registration statement on Form F-3 (Registration Number 333-276870)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form S-8 regulatory

"registration statements on Form S-8 (File Nos. 333-269535 and 333-287999)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

prospectus supplement regulatory

"pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Brera Holdings PLC (SLMT) announce on this Form 6-K?

Brera Holdings PLC completed a registered direct offering of 2,298,000 Class B Ordinary Shares. The shares were sold off its effective Form F-3 shelf registration, providing new primary equity capital directly to the company.

How much capital did Brera Holdings PLC (SLMT) raise in the offering?

The company expects gross proceeds of approximately $11.4 million from the sale of 2,298,000 Class B Ordinary Shares. This amount goes to Brera Holdings PLC before deducting the relatively small estimated offering expenses.

What are the estimated costs of Brera Holdings PLC’s (SLMT) share offering?

Brera Holdings PLC estimates total expenses of about $0.05 million for this financing. The transaction was completed without an underwriter or placement agent, so no underwriting discounts or commissions are being paid.

How will Brera Holdings PLC (SLMT) use the net proceeds from this financing?

The company intends to use the net proceeds from the registered direct offering for working capital and general corporate purposes. This typically includes funding operations, corporate initiatives, and other routine business needs.

When did Brera Holdings PLC (SLMT) close its registered direct offering?

The financing closed on May 27, 2026. On May 21, 2026, the company entered into a subscription agreement with certain investors, and the transaction subsequently settled as a takedown from its Form F-3 shelf registration.

Under which registration statement was the Brera Holdings PLC (SLMT) offering conducted?

The sale of Class B Ordinary Shares was effected as a takedown from Brera Holdings PLC’s Form F-3 shelf registration statement, File No. 333-276870, which became effective on February 13, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/27/2026 - 05:19 PM Learn about SEC filing dates

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 of a Foreign Private Issuer 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 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.

1

Entry into a Material Definitive Agreement.

On May 21, 2026, Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), and certain individual investors (the “Purchasers”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 2,298,000 Class B Ordinary Shares, $0.50 nominal value per share (the “Class B Ordinary Shares”), in a registered direct offering (the “Financing”).

This Financing is being completed without an underwriter or a placement agent and the Company is not paying underwriting discounts or commissions, so the proceeds to the Company, before expenses, will be approximately $11.4 million. The Company estimate the total expenses of this offering will be approximately $0.05 million.

The Company intends to use the net proceeds from the Financing for working capital and general corporate purposes. The Financing closed on May 27, 2026.

The form of the Subscription Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the Subscription Agreement is not complete and is qualified in its entirety by reference to such exhibit.

The sale and offering of Class B Ordinary Shares is effected as a takedown off the Company’s shelf registration statement on Form F-3 (File No. 333-276870), as amended (the “Shelf Registration Statement”), which became effective on February 13, 2024, pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission on or about the date hereof.

This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

2

Exhibit No.		Description
5.1		Opinion of Arthur Cox LLP
10.1		Form of Subscription Agreement between Brera Holdings PLC and each Purchaser, dated May 21, 2026
23.1		Consent of Arthur Cox LLP (included as part of Exhibit 5.1)

3

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 27, 2026	BRERA HOLDINGS PLC
	By:	/s/ Ron Sade
		Ron Sade
		Chief Executive Officer

4

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SUBSCRIPTION AGREEMENT BETWEEN BRERA HOLDINGS PLC AND EACH PURCHASER, DA 25.8 KB

Other Documents

• EX-5.1 OPINION OF ARTHUR COX LLP 53.6 KB