Director resignations and EGM outcomes at Brera Holdings (NASDAQ: SLMT)

Rhea-AI Filing Summary

Brera Holdings PLC, operating as Solmate Infrastructure, reported two immediate board resignations and the results of an extraordinary general meeting of shareholders. Dr. Arthur Laffer resigned from the board on April 2, 2026, and Viktor Fischer resigned on April 5, 2026; each resignation was stated to be unrelated to any disagreement over the Company’s operations, policies, or practices.

The extraordinary general meeting on April 7, 2026 was held with a quorum of shareholders present. As of March 3, 2026, there were 81,995,395 Class B Ordinary Shares outstanding, all entitled to vote. A total of 55,625,612 votes, or approximately 67.84% of eligible votes, were present in person or by proxy. Multiple proposals described in an earlier report were voted on, each receiving detailed for, against, and abstain tallies.

Key Figures

Class B shares outstanding: 81,995,395 shares Votes present at EGM: 55,625,612 votes EGM quorum percentage: 67.84% +2 more

5 metrics

Class B shares outstanding 81,995,395 shares Class B Ordinary Shares outstanding as of March 3, 2026

Votes present at EGM 55,625,612 votes Votes present or represented by proxy at April 7, 2026 EGM

EGM quorum percentage 67.84% Percentage of eligible votes present at extraordinary general meeting

Proposal vote example 1 47,101,163 for / 7,406,338 against / 1,111,111 abstain Voting outcome for one EGM proposal

Proposal vote example 2 39,707,058 for / 14,807,443 against / 1,111,111 abstain Voting outcome for another EGM proposal

Key Terms

extraordinary general meeting, Class B Ordinary Shares, quorum, shelf registration statement, +1 more

5 terms

extraordinary general meeting regulatory

"On April 7, 2026, the Company held an extraordinary general meeting of its shareholders"

Class B Ordinary Shares financial

"81,995,395 Class B Ordinary Shares, $0.05 nominal value per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

quorum regulatory

"55,625,612 votes, or approximately 67.84%, were present ... which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

shelf registration statement regulatory

"incorporated by reference into the shelf registration statement on Form F-3"

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.

Resale Registration Statement regulatory

"and the registration statement on Form F-3ASR ... (the “Resale Registration Statement”)"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

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 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 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, 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 

Resignation of Directors

On April 2, 2026, Dr. Arthur Laffer gave written notice of his resignation from the Company’s board of directors (the “Board”), effective immediately. Dr. Laffer’s resignation was not a result of any disagreement relating to the Company’s operations, policies or practices.

On April 5, 2026, Viktor Fischer gave written notice of his resignation from the Board, effective immediately. Mr. Fischer’s resignation was not a result of any disagreement relating to the Company’s operations, policies or practices.

Results of Extraordinary General Meeting

On April 7, 2026, the Company held an extraordinary general meeting of its shareholders (the “EGM”). As of March 3, 2026, the record date for the EGM, there were (i) no Class A Ordinary Shares, $0.05 nominal value per share (the “Class A Ordinary Shares”), outstanding, and (ii) 81,995,395 Class B Ordinary Shares, $0.05 nominal value per share (the “Class B Ordinary Shares”), outstanding representing 81,995,395 votes entitled to vote on the proposals presented at the EGM, of which 55,625,612 votes, or approximately 67.84%, were present in person or represented by proxy, which constituted a quorum. The proposals are described in greater detail in the Company’s Report on Form 6-K, as filed with the SEC on March 10, 2026, the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s shareholders at the EGM.

1. To approve, subject to the approval of the Registrar of Companies of Ireland, the change of name of the Company from Brera Holdings Public Limited Company to Solmate Infrastructure Public Limited Company. The proposal was approved as set forth below:

For		Against		Abstain
47,101,163		7,406,338		1,111,111

2. To approve the amendment of the memorandum of association of the Company in substitution for and to the exclusion of the existing memorandum of association of the Company. The proposal was approved as set forth below:

For		Against		Abstain
46,472,563		8,041,938		1,111,111

3. To approve the adoption of a new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company. The proposal was not approved as set forth below:

For		Against		Abstain
31,480,873		23,030,628		1,111,111

1

4. To approve, subject to and conditional upon a determination of the board of directors, in its sole discretion, a 10-for-1 reverse share split (a “Reverse Share Split”) of the Company’s ordinary shares to be effected, whereby 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 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. The proposal was approved as set forth below:

For		Against		Abstain
39,707,058		14,807,443		1,111,111

5. Subject to the Reverse Share Split becoming effective, to approve the further amendment of the memorandum of association of the Company in substitution for and to the exclusion of the existing memorandum of association of the Company. The proposal was not approved as set forth below:

For		Against		Abstain
39,695,058		14,819,443		1,111,111

6. Subject to the Reverse Share Split becoming effective, to approve the adoption of a new articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company. The proposal was not approved as set forth below:

For		Against		Abstain
39,694,966		14,819,443		1,111,203

2

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 7, 2026	BRERA HOLDINGS PLC
	By:	/s/ Marco Santori
		Marco Santori
		Chief Executive Officer

3

FAQ

What director changes did Brera Holdings PLC (SLMT) disclose in this 6-K?

Brera Holdings PLC reported that Dr. Arthur Laffer resigned from the board on April 2, 2026, and Viktor Fischer resigned on April 5, 2026. The Company stated both resignations were not due to any disagreement over operations, policies, or practices.

What was the shareholder quorum for Brera Holdings PLC’s April 2026 EGM?

The extraordinary general meeting reached a quorum with 55,625,612 votes present in person or by proxy. This represented approximately 67.84% of the 81,995,395 Class B Ordinary Shares entitled to vote as of the March 3, 2026 record date.

How many Brera Holdings PLC Class B Ordinary Shares were outstanding for the EGM?

As of March 3, 2026, Brera Holdings PLC had 81,995,395 Class B Ordinary Shares outstanding. Each share carried one vote, giving the same number of votes eligible to participate in the extraordinary general meeting held on April 7, 2026.

Were any Brera Holdings PLC Class A Ordinary Shares outstanding at the EGM record date?

No Class A Ordinary Shares were outstanding as of the March 3, 2026 record date. Only the 81,995,395 Class B Ordinary Shares, each with a $0.05 nominal value, were outstanding and entitled to vote at the April 7, 2026 extraordinary general meeting.

What voting results did one of the Brera Holdings PLC EGM proposals receive?

One proposal received 47,101,163 votes for, 7,406,338 votes against, and 1,111,111 abstentions. These figures show strong support among votes cast, although the specific subject of the proposal is described in a prior report incorporated by reference.

How does this 6-K relate to Brera Holdings PLC’s F-3 registration statements?

The 6-K is incorporated by reference into Brera Holdings PLC’s shelf registration statement on Form F-3 and its resale registration statement on Form F-3ASR. This means the information here becomes part of those effective SEC registration documents and related prospectuses.