重大事件
外國發行人報告
6-K
2026-06-26
Brera Holdings年度股東大會通過董事重選及審計師任命 法定審計師懸空待定
AI 繁中摘要
Brera Holdings PLC（以Solmate Infrastructure名義營運，納斯達克代碼：SLMT）於2026年6月26日提交6-K表格，報告其年度股東大會（AGM）投票結果。公司為一間愛爾蘭註冊的Solana生態加密基礎設施企業，該6-K文件已納入其現有F-3及S-8註冊聲明。
AGM於2026年6月26日舉行，記錄日期為6月1日，當時發行在外之B類普通股共11,009,294股，合共11,009,294票。出席或委託代表出席之票數為7,871,418票（約71.49%），達到公司章程第27.6條所定法定人數。
會議就兩項決議進行投票，結果如下：
決議1：重選五名董事，任期至下屆年度股東大會。各人分別獲得通過，惟支持票比例不一。以CEO Ron Sade為例，獲得4,865,946票贊成、3,003,800票反對、1,672票棄權。其餘四位董事（Alyazi Saeed Ahmad Alkhattal Almheri、Erez Simha、Tariq Salem Ebraheem Alsaman Alnuaimi、Keren Maimon）均獲重選，其中Erez Simha獲得最高支持（5,456,738贊成，2,413,034反對）。
決議2：批准聘任Reliant CPA PC為公司截至2026年12月31日財政年度之獨立註冊會計師事務所。結果以7,690,160票贊成、70,813票反對、110,445票棄權通過。
決議3（任命法定審計師）則未於本次AGM進行投票。公司表示需要更多時間物色合適人選，因此會議延期，待董事會決定復會日期後另行通知股東。該決議結果將在復會後另行匯報。
此6-K文件未提供任何財務業績或管理層展望。對投資者而言，重點在於股東大會順利通過董事重選及審計師任命，顯示公司治理基本穩定；但法定審計師懸空及會議延期，或引起短暫不確定性。由於公司已轉型為Solana加密基礎設施業務，投資者需關注其後續審計安排及加密市場相關風險。📊
展開英文正文
6-K 1 ea0296136-6k_brera.htm REPORT OF FOREIGN PRIVATE ISSUER 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 June, 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and ii) registration statements on Form S-8 (File Nos. 333-269535 and 333-287999), in each case, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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. INFORMATION CONTAINED IN THIS FORM 6-K REPORT Results of Annual General Meeting On June 26, 2026, the Company held an annual general meeting of its shareholders (the “AGM”). As of June 1, 2026, the record date for the AGM, there were 11,009,294 Class B Ordinary Shares, $0.50 nominal value per share (the “Class B Ordinary Shares”), outstanding representing 11,009,294 votes entitled to vote on the proposals presented at the AGM, of which 7,871,418 votes, or approximately 71.49%, were present in person or represented by proxy, which constituted a quorum in accordance with Article 27.6 of the Company’s Articles of Association. The proposals are described in greater detail in the Company’s Report on Form 6-K, as filed with the SEC on June 2, 2026, the relevant portions of which are incorporated by reference herein. Set forth below are the final voting results in respect of resolutions 1 and 2, each of which was submitted to a vote of the Company’s shareholders at the AGM. Resolution 3, relating to the appointment of the Company’s statutory auditor, was not put to a vote at the AGM. Instead, the meeting was adjourned to permit the Company additional time to identify a suitable candidate for appointment as statutory auditor. The results of resolution 3 will be reported following the conclusion of the reconvened meeting. The reconvened meeting will be held on a date to be determined by the Board of Directors of the Company (the “Board”) and notified to shareholders in accordance with the Company's Articles of Association. 1.Resolution 1: To re-elect, by separate resolutions, each of the following five (5) members of the Board to serve for a one-year term until the next annual general meeting. Each of the following five (5) members of the Board was re-elected as set forth below: 1a. Ron Sade For Against Abstain 4,865,946 3,003,800 1,672 1b. Alyazi Saeed Ahmad Alkhattal Almheri For Against Abstain 4,863,814 3,005,365 2,239 1c. Erez Simha For Against Abstain 5,456,738 2,413,034 1,646 1d. Tariq Salem Ebraheem Alsaman Alnuaimi For Against Abstain 4,863,867 3,005,312 2,239 1e. Keren Maimon For Against Abstain 4,865,673 3,004,119 1,626 2.Resolution 2: To ratify the appointment of Reliant CPA PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2026. The proposal was approved as set forth below: For Against Abstain 7,690,160 70,813 110,445 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: June 26, 2026 BRERA HOLDINGS PLC By: /s/ Ron Sade Ron Sade Chief Executive Officer 2