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 October 2026.
Commission File Number 001-41606
SOLMATE INFRASTRUCTURE 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 Solmate Infrastructure PLC (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 the
registration statement on Form
F-3 (Registration Number 333-297091) of the Company, filed by the Company with the SEC on June 29, 2026, as amended on July 24,
2026 and August 21, 2026, and into each prospectus or prospectus supplement outstanding under such 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case, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act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
Resignation of Directors
On October 26, 2026, Tarek Alnuaimi delivered
written notice of his resignation from the Company’s board of directors (the “Board”), effective immediately. Tarek
Alnuaimi’s resignation was not a result of any disagreement on any matter relating to the Company’s operations, policies or
practices.
On October 26, 2026, Alyazi Almheiri delivered
written notice of her resignation from the Board, effective immediately. Alyazi Almheiri’s resignation was not a result of any disagreement
on any matter relating to the Company’s operations, policies or practices.
On November 2, 2026, the Company issued a press
release titled “Solmate Infrastructure (SLMT) Reports Board Changes.” A copy of the press release is furnished as Exhibit
99.1 to this Report on Form 6-K and is incorporated herein by reference, except for the quotes by Erez Simha, Alyazi Almheiri and Tarek
Alnuaimi.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release, dated November 2, 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: November 2, 2026 |
SOLMATE INFRASTRUCTURE PLC |
| |
|
|
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By: |
/s/ Howard Steinberg |
| |
Howard Steinberg |
| |
Chief Legal Officer |
Exhibit 99.1
Solmate Infrastructure (SLMT) Reports Board Changes
ABU DHABI, United Arab Emirates, November 2, 2026 – Solmate Infrastructure
Public Limited Company (formerly Brera Holdings PLC) (Nasdaq: SLMT) (“Solmate” or the “Company”), today announced
that Alyazi Almheiri and Tarek Alnuaimi have resigned from the Company’s Board of Directors, effective October 26, 2026. Neither
resignation resulted from any disagreement with the Company on any matter relating to its operations, policies or practices.
Following these changes, the Board consists of four directors, two
of whom are independent under Nasdaq Listing Rules. The Board is continuing its search for additional independent directors and will announce
appointments as they are made.
“Alyazi and Tarek have been trusted colleagues and valued contributors
to Solmate, and I am grateful for the time, judgment and commitment they brought to the Board,” said Erez Simha, Chairman of the
Board. “We wish them every success. As Solmate enters its next stage of growth, we look forward to adding directors with deep capital
markets and infrastructure experience.”
“It has been a privilege to serve on Solmate’s Board and
to work alongside Erez, the management team and our fellow directors,” said Alyazi Almheiri and Tarek Alnuaimi. “We are confident
in the Company’s direction, and we wish the Board and the team continued success.”
About Solmate Infrastructure
Solmate Infrastructure Public Limited
Company (Nasdaq: SLMT), formerly Brera Holdings PLC, is an Irish public limited company. Solmate Infrastructure PLC (NASDAQ: SLMT)
is building next-generation digital infrastructure spanning blockchain and staking. The Company is focused on creating long-term
shareholder value through the ownership, operation and optimization of mission-critical digital infrastructure assets. For more
information, visit the Solmate Website.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the
Board’s search for, and the timing of the appointment of, new independent directors, the future composition of the Board and its committees,
and the Company’s growth. Words such as “will,” “expect,” “intend,” “plan,” “seek” and
similar expressions identify forward-looking statements. These statements are based on management’s current expectations and are subject
to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to identify, attract
and appoint qualified independent directors on a timely basis; the Company’s ability to maintain compliance with Nasdaq listing rules
and SEC requirements relating to board and committee composition; and the other risks described under “Risk Factors” in the
Company’s most recent Annual Report on Form 20-F and its other filings with the U.S. Securities and Exchange Commission. Readers should
not place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes
no obligation to update them, except as required by law.
Media Enquiries
Wachsman
solmate@wachsman.com
Investor Relations
Yaffa Cohen-Ifrah
CMO & Head of Investor Relations
Yaffa@solmate.com
