Brera Holdings PLC (Nasdaq: SLMT) filed a Form F-3 shelf prospectus to register the issuance and resale of multiple classes of securities issued in its September 2025 PIPE and related transactions, including up to 6,666,648 PIPE Warrant Shares, 6,150,533 PIPE Shares and other warrant and advisor-related shares. The registration statement covers resale by selling securityholders and states the company will receive up to $461,559,473 in gross proceeds if certain warrants are exercised in full.
The prospectus discloses recent corporate actions: a 10-for-1 reverse split (effective May 14, 2026) that restored Nasdaq bid-price compliance, the sale of S.S. Juve Stabia for €1.00 with debt assumption by the buyer, a Rights Agreement with a 9.99% triggering threshold, a suspended advisory fee to Pulsar Group, a May 2026 registered direct offering raising approximately $11.4 million, management changes including a new CEO, and a shareholder derivative complaint related to the RDO. The prospectus also describes a Treasury Policy concentrated in SOL with staking, custody, and hedging approaches.
Brera Holdings PLC, operating as Solmate Infrastructure, reported the results of its annual general meeting held on June 26, 2026. As of June 1, 2026, there were 11,009,294 Class B Ordinary Shares outstanding, with 7,871,418 votes represented, equal to about 71.49% of eligible votes and sufficient for a quorum.
Shareholders voted on director elections and other matters described in a prior Form 6-K. Five directors, including CEO Ron Sade and other nominees, received several million votes in favor, with substantial but minority opposition and minimal abstentions. Another resolution received 7,690,160 votes for, 70,813 against, and 110,445 abstentions.
A resolution relating to appointing the Company’s statutory auditor was not put to a vote. The meeting was adjourned to allow more time to identify a suitable auditor candidate, and the reconvened meeting date will be set by the Board and notified to shareholders later.
Brera Holdings PLC (Solmate Infrastructure) filed an amended 20-F for 2025 highlighting a radical shift from sports to a Solana-focused digital asset treasury business, financed by a September 2025 PIPE that generated about $270.8 million (approximately €231 million) of net equity proceeds.
Revenue rose from €1,193 thousand in 2024 to €4,484 thousand in 2025, helped by consolidating Italian football club Juve Stabia and adding €1,535 thousand of SOL staking income. However, operating expenses surged to €388,995 thousand, driven mainly by €269,125 thousand of equity-based compensation and €81,999 thousand of non-financial asset impairments, producing a €384,511 thousand operating loss and a €378,045 thousand net loss.
Liquidity improved, with cash and cash equivalents increasing to €16,199 thousand and working capital of €41,160 thousand as of December 31, 2025. Management now concludes the company can continue as a going concern, but notes that performance is highly exposed to volatile SOL prices and that significant amounts of SOL are staked. The filing also discloses material weaknesses in internal control over financial reporting, particularly around equity transactions, related-party transactions, and journal-entry review, and outlines remediation plans that have not yet been fully implemented.
Brera Holdings PLC, operating as Solmate Infrastructure, has called its 2026 annual general meeting of shareholders for June 26, 2026 in Abu Dhabi, with an audio link in Dublin. Shareholders of record as of June 1, 2026 may vote.
Investors are being asked to re-elect five directors for one-year terms, ratify Reliant CPA PC as independent registered public accounting firm for the fiscal year ended December 31, 2026, and approve re-appointment of the statutory auditor with board authority to set its remuneration.
Each Class A Ordinary Share carries ten votes and each Class B Ordinary Share one vote. Shareholders can vote in person or by proxy via Internet, phone, or mail, with electronic voting accepted until 11:59 p.m. Eastern Time on June 25, 2026.
Brera Holdings PLC (d/b/a Solmate Infrastructure) has regained compliance with Nasdaq’s minimum bid price rule, allowing its Class B ordinary shares to continue trading on the Nasdaq Capital Market under the symbol SLMT.
Nasdaq’s Hearings Department confirmed compliance with Listing Rule 5550(a)(2), which requires a minimum bid price of at least $1.00 per share, and cancelled a previously scheduled hearing. The company had executed a 1-for-10 reverse share split on May 14, 2026 to help restore compliance and subsequently met the required closing bid price.
Brera Holdings PLC Chief Executive Officer Sade Ron reported a substantial open-market-style purchase of Class B Ordinary Shares. On May 21, 2026, the company entered into a subscription agreement under which it agreed to issue and sell 1,149,000 Class B Ordinary Shares to Ron at a purchase price of $4.97 per share in a registered direct offering.
Following this transaction, Ron holds a total of 1,340,646 Class B Ordinary Shares, which includes 1,667 RSUs that have fully vested but have not yet been issued.
Brera Holdings PLC director and 10% owner Maimon Keren Kalima significantly increased his stake through a share purchase. On May 21, 2026, he acquired 1,149,000 Class B Ordinary Shares at $4.97 per share in an open-market style transaction structured via a subscription agreement. Following this purchase, he directly owns 1,336,868 Class B Ordinary Shares, indicating a much larger personal investment in the company.
Brera Holdings PLC director Maimon Keren Kalima has filed an initial ownership report. The filing shows direct holdings of 187,868 Class B Ordinary Shares. It also reports 2,777 Restricted Stock Units (RSUs), including 1,667 RSUs that are fully vested but not yet issued.
Each RSU gives the right to receive one Class B Ordinary Share at an exercise price of $0.00. The RSUs are scheduled to vest in eight equal quarterly installments starting on October 21, 2025, subject to continued service. Any unvested RSUs will fully vest if there is a Change in Control, death, Disability, retirement, or termination by the issuer without Cause, with a final vesting date of July 21, 2027.
Brera Holdings PLC director and Chief Executive Officer Ron Sade filed a Schedule 13D disclosing his stake in the company’s Class B Ordinary Shares. He beneficially owns 1,340,646 Class B shares, representing 12.5% of the class, with sole voting and dispositive power.
On May 21, 2026, Sade entered into a Subscription Agreement to purchase 1,149,000 Class B shares in a registered direct offering at $4.97 per share for investment purposes. He may buy more shares, sell shares, or transfer them for planning purposes over time, depending on the company’s prospects and market conditions.