Case note · Solmate / strategic advisers + Pulsar

Solmate: a 10-year SOL-AUM adviser agreement approaches its first annual fee-measurement window while a separate $250k/month Pulsar agreement moved from fee pause to termination.

Brera Holdings PLC, operating publicly as Solmate Infrastructure, provides a useful agreement-family currentness case. Its September 2025 strategic-adviser contract combines annual SOL-AUM compensation with multiple warrant layers and a ten-year term. A separate 2026 Pulsar Group agreement charged $250,000 per month, had payment and accrual suspended in April, and was then mutually terminated effective July 29, 2026 without further cost or obligation.

Agreement-family snapshot

FieldPublicly disclosed term
IssuerBrera Holdings PLC, doing business as Solmate Infrastructure; SEC filings continued to identify Brera Holdings PLC as the registrant
Strategic advisersTarek Alnuaimi, Guy Hirsch, Keren Maimon, Ron Sade and Alyazi Almheiri
RoleStrategic advice and guidance relating to business, operations, growth initiatives and crypto-technology industry trends; not a same-role discretionary asset manager
Cash compensationAggregate 1.00% per year of SOL AUM up to $1.0 billion, plus 0.50% of SOL AUM above $1.0 billion; measured on the annual anniversary using the agreement's valuation mechanics and paid annually in arrears
Effective-date currentnessThe filed agreement defines Effective Date as the PIPE Closing Date under Securities Purchase Agreements dated September 18, 2025. The issuer disclosed that the PIPE closed September 23, 2025, while some later summaries refer to September 18. Preserve the conflict rather than treating September 18 as a certain anniversary date.
Equity / warrantsPre-funded warrants equal in aggregate to 10% of the PIPE shares and pre-funded warrants, Common Warrants 1 equal to 50% of those pre-funded-warrant shares, plus performance-based Common Warrants 2 equal to 9% of the PIPE share / pre-funded-warrant base
Initial term10 years
TerminationPer-adviser mutual written termination or immediate good-cause termination; the pre-funded warrants were fully earned at the Effective Date, earned common warrants are not subject to revocation / clawback, and the AUM advisory share accrues pro rata through termination
Pulsar layerSeparate exclusive GCC advisory-services agreement, effective from January 1, 2026, at $250,000 per month; two-year initial term plus possible one-year renewals and 30-day no-cause termination
Pulsar currentnessPayment and accrual were suspended April 24, 2026; the agreement was later mutually terminated effective July 29, 2026 without further cost or obligation to either party

The first annual SOL-AUM measurement date has a filing-date conflict

The filed Strategic Advisor Agreement defines its Effective Date as the Closing Date under Securities Purchase Agreements dated September 18, 2025. The same filing package labels the agreement dated September 23, 2025, and the issuer disclosed that the PIPE closed September 23, 2025. Later issuer summaries sometimes describe September 18 as the agreement's effective date. Because the contract's operative definition ties effectiveness to Closing Date, the first anniversary should not be presented as a certain September 18 event without reconciling those disclosures.

The annual Advisory Share is calculated on the anniversary date of the Effective Date using the agreement's SOL-AUM valuation mechanics. On the contract text plus the closing disclosure, September 23, 2026 is the stronger contractual candidate. But a later primary record showing the actual accrual, invoice or payment should be used to confirm realized treatment before dollarizing the fee.

Recent issuer materials have reported continued SOL holdings, but a current holdings snapshot is not the contractual anniversary measurement. The exact fee also depends on the agreement's AUM definition and valuation mechanics, plus any amendment, waiver or adviser-level termination that may affect the calculation.

Currentness rule: when agreement summaries conflict with the filed operative definition, preserve the conflict and anchor the analysis to the controlling defined term. Do not infer a realized annual fee from a nearby holdings snapshot.

The warrant package is economically separate from the annual cash fee

The filed agreement grants three warrant families in addition to the annual SOL-AUM advisory share. The pre-funded warrants are described as fully earned at the Effective Date and not subject to revocation or clawback if the company later terminates an adviser. Performance-based common warrants become fully earned when the applicable performance metric is achieved and likewise are not subject to revocation or clawback after they are earned.

This makes Solmate a useful noncash-compensation control: the economic record must separate recurring AUM-linked cash compensation from already-earned or performance-earned equity rights that can survive a later change in the advisory relationship.

The adviser relationship later overlapped with governance and management

At execution, the strategic advisers were not directors. Later issuer disclosures state that four strategic advisers joined the Board, and 2026 disclosures also state that two of the advisers subsequently became Interim Chief Operating Officer and Chief Executive Officer. These are relationship and governance facts; they do not by themselves establish whether the original economics were fair or unfair.

Pulsar shows why provider state must be updated as a sequence, not frozen at one filing

The separate Pulsar Group agreement covered exclusive advisory support for business development and blockchain / technology operations across the Gulf Cooperation Council region. The fee was $250,000 per month, retroactive to January 1, 2026. On April 24, 2026, the parties suspended both payment and accrual of that monthly fee until further notice while leaving the rest of the agreement in force.

That April disclosure supported ACTIVE — FEE PAUSED at that point in time. But the state changed again. An August 4 Form 6-K says the parties executed a termination notice on July 29 and mutually terminated the Advisory Agreement effective that day, without further cost or obligation to each other. The current state is therefore TERMINATED — NO FURTHER COST / OBLIGATION DISCLOSED, not an active paused-fee agreement.

Version-chain lesson: a correct historical state can become a false current statement when a later termination filing appears. Currentness checks must run through the latest primary source before publication or delivery.

The strategic-adviser contract remains a separate currentness question

The July termination filing concerns the Pulsar Advisory Services Agreement, not the separate September 2025 Strategic Advisor Agreement. Later public records continued to reference the Strategic Advisor Agreement and its securities-related rights. The two agreement families therefore must not be collapsed into a single provider status.

This is exactly why a DAT provider map should store status by contract family: one related-party advisory layer can terminate while another adviser agreement remains relevant to current compensation and governance analysis.

Why this case matters for a Board / CFO stress test

Solmate combines five recurring diligence problems in one public record: an effective-date conflict, anniversary-based AUM compensation, large separate warrant economics, advisers who later overlap with Board / executive roles, and a second related-party agreement that moved from active fee accrual to fee pause and then termination. It is a strong control for separating agreement status, fee status, measurement timing and governance status.

Related research

DAT provider fee normalization →
Related-party DAT agreements →
Digital asset treasury companies →
Board / CFO decision review →

Public-source factual commercial research only. No legal interpretation of enforceability, no fairness or arm's-length conclusion, no fiduciary, accounting or investment opinion, and no recommendation concerning any provider, adviser or agreement.

See the $4,900 / 72-hour stress test