Solmate Infrastructure PLC F-3/A, filed Aug 21, 2026
Solmate Infrastructure PLC (SLMT)
As filed with the Securities and Exchange Commission on August 21, 2026
Registration No. 333-297091
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 2 to
FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BRERA HOLDINGS PLC
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
| Ireland | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
+353 1 237 3700
(Address and telephone number of registrant’s principal executive offices)
Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (800) 221-0102 (Name, address, and telephone number of agent for service) |
| Copies to: |
Gil Savir, Esq. Sean M. Donahue, Esq. Ryan S. Brewer, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6000 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, DATED AUGUST 21, 2026 |
BRERA HOLDINGS PLC
PIPE Common Warrants to Purchase up to 6,666,648 Class B Ordinary Shares
6,666,648 Class B Ordinary Shares Underlying PIPE Common Warrants
Strategic Advisor Pre-Funded Warrants to Purchase up to 333,331 Class B Ordinary Shares
333,331 Class B Ordinary Shares Underlying Strategic Advisor Pre-Funded Warrants
Strategic Advisor Common Warrants 1 to Purchase up to 166,663 Class B Ordinary Shares
166,663 Class B Ordinary Shares Underlying Strategic Advisor Common Warrants 1
1,069 Class B Ordinary Shares Underlying Warrants
6,776,069 Class B Ordinary Shares
This prospectus relates to the offer and resale by the selling securityholders identified herein, or their permitted transferees (the “Selling Securityholders”), of (A) up to 6,666,648 of our Class B Ordinary Shares, nominal value, $0.50 per share (“Class B Ordinary Shares”) issuable upon the exercise of the PIPE Common Warrants (as defined herein) issued to the investors in the PIPE Offering (as defined herein), which have an exercise price of $67.50 per share (the “PIPE Warrant Shares”); (B) up to 333,331 Class B Ordinary Shares issuable to the Strategic Advisors (as defined herein) upon the exercise of certain Strategic Advisor Pre-Funded Warrants (as defined herein), which have an exercise price of $0.50 per share (the “Strategic Advisor Pre-Funded Warrant Shares”); (C) up to 166,663 Class B Ordinary Shares issuable upon exercise of the Strategic Advisor Common Warrants 1 (as defined herein) which have an exercise price of $67.50 per share (the “Strategic Advisor Warrant 1 Shares” and together with the Strategic Advisor Pre-Funded Warrant Shares, the Strategic Advisor Warrant Shares”); (D) 1,069 Class B Ordinary Shares issuable upon warrants issued to certain legacy shareholders of the Company, which have an exercise price of $135.00 per share (the “Legacy Warrant Shares”); (E) warrants to purchase 7,166,642 Class B Ordinary Shares, consisting of (i) the PIPE Common Warrants to purchase up to 6,666,648 Class B Ordinary Shares, (ii) the Strategic Advisor Pre-Funded Warrants to purchase up to 333,331 Class B Ordinary Shares and (iii) the Strategic Advisor Common Warrants 1 to purchase up to 166,663 Class B Ordinary Shares; (F) 6,150,533 Class B Ordinary Shares issued to the investors in the PIPE Offering (as defined herein)(the “PIPE Shares”); (G) 516,115 Ordinary Shares issued to the investors upon the exercise in full of the PIPE Pre-Funded Warrants (as defined herein) (“PIPE Pre-Funded Warrant Shares”); and (H) 109,421 Class B Ordinary Shares issued to Daniel J. McClory or entities owned and controlled by Daniel J. McClory (the “McClory Shares”).
We refer to the (i) the PIPE Common Warrants, (ii) PIPE Warrant Shares, (iii) Strategic Advisor Pre-Funded Warrants, (iv) Strategic Advisor Common Warrants 1, (v) Strategic Advisor Warrant Shares, (vi) Legacy Warrant Shares, (vii) PIPE Shares, PIPE Pre-Funded Warrant Shares, and (viii) McClory Shares, collectively as the “Securities” in this prospectus.
We are registering the issuance and/or resale of the Securities to satisfy certain registration obligations we have and certain registration rights we have granted. The Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. See the “Plan of Distribution” section of this prospectus for more information.
We are not selling any Securities in this offering, and we will not receive any proceeds from the sale of the Securities by the Selling Securityholders. We will, however, receive up to approximately $461,559,473 in proceeds if the PIPE Common Warrants, the Strategic Advisor Pre-Funded Warrants, the Strategic Advisor Common Warrants 1 and the warrants related to the Legacy Warrant Shares are exercised in full (assuming no cashless exercises and excluding fees payable to the placement agent in the PIPE Offering).
The Class B Ordinary Shares are listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SLMT”. On August 20, 2026, the closing sale price of the Class B Ordinary Shares on Nasdaq was $4.21.
The Selling Securityholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to the sales of Securities. We will bear all other costs, expenses and fees in connection with the registration of the Securities. See “Plan of Distribution” beginning on page 25 for more information about how the Selling Securityholders may sell or dispose of their Securities.
This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.
Investing in our Class B Ordinary Shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page 11 of this prospectus and the other documents that are incorporated by reference in this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is , 2026.
TABLE OF CONTENTS
i
This prospectus is part of a shelf registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration statement process under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement process, the Selling Securityholders may sell from time to time in one or more offerings the Securities described in this prospectus. You should read this prospectus, and any applicable prospectus supplement, together with the information incorporated herein by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
We have not authorized anyone to provide any information other than that contained in or incorporated by reference into this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.
This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold on a later date.
For the avoidance of doubt, any offer of securities (within the meaning of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”)) contained in this prospectus is addressed to less than 150 natural or legal persons per member state of the European Union and accordingly, there is no legal obligation or requirement to publish this prospectus in the European Union in accordance with the provisions of the Prospectus Regulation.
In this prospectus unless the context indicates otherwise, “we,” “us,” “our,” “Brera Holdings,” “the Company,” “our company” and similar references refer to the operations of Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland, and its consolidated subsidiaries.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus including the documents that we incorporate by reference herein, contains, and may contain, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might,” “approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions.
Forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to such risks, uncertainties and other factors. Discussions containing forward-looking statements may be found, among other places, in the section entitled “Risk Factors” in this prospectus, and the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein, including our most recent Annual Report on Form 20-F and our Reports on Form 6-K, as well as any amendments thereto.
The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained below and throughout this prospectus. All forward-looking statements contained in this prospectus or any document incorporated by reference herein or therein are qualified in their entirety by this cautionary statement.
Forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | our projected revenues, profits, earnings and other estimated financial information; |
| ● | our ability to secure additional funding necessary for the expansion of our business; |
| ● | the growth of and competition trends in our industry; |
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| ● | our plans and strategies regarding infrastructure in the Middle East; |
| ● | our plans for value creation and strategic advantages; |
| ● | strategies for and execution on M&A; |
| ● | execution on market size and growth opportunities; |
| ● | the anticipated benefits of our digital asset strategy; |
| ● | intentions of our staking activities; |
| ● | our liquidity and the management of our liquidity; |
| ● | our beliefs regarding SOL, the SOL blockchain and ecosystem; |
| ● | our expectations regarding the popularity and competitive success of our sports clubs; |
| ● | our ability to maintain strong relationships with our fans, supporters and sponsors; |
| ● | our ability to regain and maintain compliance with Nasdaq listing standards and other applicable governance requirements; |
| ● | fluctuations in general economic and business conditions in the markets and industries in which we operate, including, among others, rising inflation and capital market disruptions, economic sanctions, bank failures, regional conflicts around the world, and economic slowdowns or recessions that may result from such developments which could harm the value of our ordinary shares and our ability to access capital markets; and |
| ● | relevant government policies and regulations relating to our industry. |
You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur.
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This summary highlights selected information contained elsewhere in or incorporated by reference into this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our securities. You should read this entire prospectus carefully, including the risks associated with an investment in our company discussed in the “Risk Factors” section of this prospectus and in the documents we incorporate by reference, before making an investment decision. Some of the statements in this prospectus and the other documents incorporated by reference are forward-looking statements. See the section titled “Cautionary Note Regarding Forward-Looking Statements.”
Company Overview
We currently do business under the name Solmate Infrastructure, the new operating name of Brera Holdings PLC (Nasdaq: SLMT) (“we,” “our,” “Solmate,” “us,” or the “Company”), following our strategic shift in September 2025 to focus on Solana infrastructure. We are a publicly traded Solana infrastructure company focused on building institutional-grade Solana staking, validation, and treasury infrastructure, with a strategic focus on Abu Dhabi, United Arab Emirates. We were originally incorporated pursuant to the laws of Ireland as Brera Holdings Limited, a private company limited by shares under the Companies Act 2014 of Ireland, on June 30, 2022, as an international holding company focused on expanding a global portfolio of professional football clubs through a multi-club ownership (“MCO”) strategy. Brera Holdings Limited re-registered as an Irish public limited company and was renamed as Brera Holdings Public Limited Company on October 27, 2022. On April 7, 2026, we received shareholder approval at an extraordinary general meeting of our shareholders to, subject to the approval of the Registrar of Companies of Ireland, change the name of the Company from Brera Holdings Public Limited Company to Solmate Infrastructure Public Limited Company. We intend to effect such name change with the Registrar of Companies of Ireland, although there can be no assurance that the Registrar of Companies of Ireland will approve it. Together with our strategic partners, we deploy capital and hardware to drive Solana adoption across the Middle East and beyond. Our registered business offices are located at Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland.
Our primary operations consist of managing a Solana-focused digital assets treasury segment and legacy sport multi-club business segment. As a part of our digital assets treasury strategy, we partnered with a third party service provider to operate a Solana validator on our behalf, which was configured to deliver superior validation performance and native yield generation in the form of staking rewards. In August 2026, we completed the transfer of our custodial digital assets that were previously staked pursuant to the Validator Services Agreement (as defined below) to two new validators, one that is operated by Kraken Institutional (approximately 67% of the total custodial digital assets that were previously staked with the RockawayX validator), and the other that is operated by Anagram Staking Services Ltd. (approximately 33% of the total custodial digital assets that were previously staked with the RockawayX validator). The validator services agreements with the new validators provide that the service providers operate the validator infrastructure and are entitled to 50% of non-staking economics attributable to the validators. The validator services agreements also contain customary representations, compliance obligations, confidentiality, indemnification, limitations of liability and termination provisions. We will continue to seek to find innovative solutions aimed at reducing network latency, optimizing validator performance, and maximizing the generation of SOL native yields.
Native yield generation on Solana is the process of earning staking rewards generated directly from the blockchain protocol itself. When an owner stakes their SOL tokens—pledging them to help secure and run the network—the Solana blockchain automatically issues staking rewards in the form of additional tokens over time. These rewards are funded by new token creation and user transaction fees. Because this is an inherent feature of Solana’s core code, the staked tokens are not required to leave the owner’s custodial wallet, making it a safe and predictable way to generate income from Solana ownership. We currently do not employ Solana price risk hedging strategies, but we may do so in the future.
We also continue to operate the legacy football business. Following our September 2025 strategic pivot to Solana infrastructure, we are actively evaluating strategic alternatives for this segment, including potential dispositions of club assets, with the objective of concentrating our capital, resources, and management attention on our Solana Infrastructure segment. We expect the multi-club football segment to represent a diminishing component of our overall business over time. In April 2026, we entered into a deed of transfer pursuant to which the Company agreed to sell the entirety of its equity interest in S.S. Juve Stabia S.r.l. (“Juve Stabia”), an Italian professional football club competing in Serie B, the second highest division of Italian football.
We consider these our two operating segments:
| ● | Digital Assets Treasury: focuses on building, operating, and managing Solana validator infrastructure in Abu Dhabi, executing and managing our digital asset treasury strategy, and actively supporting the Solana ecosystem. This segment continuously evaluates capital market conditions, the broader crypto economy, and macroeconomic factors in determining the timing and structure of financing transactions used to support the digital asset treasury strategy. The primary objective is to expand our exposure to the Solana ecosystem over the long term through infrastructure ownership, staking, treasury accumulation, and native yield generation. |
| ● | Legacy Sports Business (Multi-Club Football): operates our portfolio of professional and semi-professional football clubs across multiple jurisdictions. As described further below, we are actively evaluating strategic alternatives for this segment as part of our focus on Solana infrastructure and do not intend to make additional capital investments in this segment. |
1
Initial Public Offering
On January 26, 2023, we entered into an underwriting agreement with Revere Securities, LLC, as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering (the “Offering”) of 1,500,000 Class B Ordinary Shares (the “Offering Shares”) of the Company, at an Offering price of $5.00 per share.
The Offering Shares commenced trading on the Nasdaq Capital Market under the symbol “BREA” on January 27, 2023. The closing of the Offering took place on January 31, 2023. After deducting underwriting discounts and commissions and non-accountable expense allowance, the Company received net proceeds of approximately $6,900,000 from the Offering.
In October 2025, the Company changed its ticker symbol on the Nasdaq Capital Market. Effective at the open of trading on October 3, 2025, the Class B Ordinary Shares of the Company began trading on the Nasdaq Capital Market under the symbol “SLMT.”
Recent Developments
Nasdaq Deficiency Notice
On April 23, 2026, the Company received the Staff Determination from the Listing Qualifications Staff of Nasdaq, notifying the Company that the Staff of the Nasdaq had determined to delist the Company’s Class B ordinary shares from The Nasdaq Capital Market for failure to maintain a minimum closing bid price of $1.00 per share for thirty (30) consecutive days from March 11, 2026 through April 22, 2026, as required under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company timely requested a hearing, the filing of such hearing request which automatically stayed any suspension or delisting action pending the hearing and the issuance of the Panel’s written decision.
As previously disclosed, the Company’s shareholders approved a 10-for-1 reverse share split of the Class B ordinary shares of the Company at an extraordinary general meeting of shareholders held on April 7, 2026. On May 1, 2026, the Board approved such 10-for-1 reverse split, effective as of May 14, 2026. On June 1, 2026, the Company announced that it had received written notification from the Nasdaq Hearings Department confirming that the Company had regained compliance with the Minimum Bid Price Requirement. Accordingly, the Company’s Class B ordinary shares will continue to be listed and traded on The Nasdaq Capital Market under the symbol “SLMT.”
Juve Stabia Disposition
On April 17, 2026, the Company entered into a deed of transfer (the “Deed of Transfer”) with Stabia Capital S.r.l. (the “Buyer”), pursuant to which the Company agreed to sell the entirety of its equity interest in Juve Stabia to Buyer. Pursuant to the terms of the Deed of Transfer, the Buyer agreed to purchase the Company’s equity interest in Juve Stabia for total consideration of €1.00 and the Buyer also agreed to assume all of Juve Stabia’s outstanding debts, obligations and other liabilities.
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Rights Agreement
On April 24, 2026, the Company entered into a Rights Agreement (the “Rights Agreement”) with Equiniti Trust Company, LLC, as rights agent. The Board has authorized the issuance of one purchase right (a “Right”) for each outstanding Class B Ordinary Share. Each Right represents the right to purchase one Class B Ordinary Share, upon the terms and subject to the conditions of the Rights Agreement. The Rights were issued to the shareholders of record on May 5, 2026, and will expire on April 23, 2027.
The Board has adopted the Rights Agreement to enable all shareholders of the Company to realize the long-term value of their investment in the Company and to guard against attempts to acquire control of the Company at an inadequate price. In general terms, the Rights Agreement works by causing significant dilution to any person or group that acquires 9.99% (or 20% in the case of an existing “13G Investor” as defined in the Rights Agreement) or more of the outstanding ordinary shares of the Company without the prior approval of the Board. The Rights Agreement is not intended to prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all shareholders. Rather, the Rights Agreement aims to provide the Board with adequate time to fully assess any takeover proposal and therefore comply with its fiduciary duties and to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover. The issuance of Rights is not taxable to the Company or to shareholders and will not affect reported earnings per share.
Pulsar Agreement
On February 9, 2026, the Company entered into an advisory services agreement, effective from January 1, 2026, with Pulsar Group Ltd., an Abu Dhabi-based firm, to serve as its exclusive consultant for business development in Gulf Cooperation Council (GCC) countries, at a monthly fee of $250,000 over an initial two-year term. The agreement was subsequently amended on February 13, 2026 to clarify that such fees commenced as of January 1, 2026. On April 24, 2026, the Company and Pulsar Group mutually agreed to suspend payment and accrual of the monthly fee until further notice, as part of the Company’s broader initiative to reduce annualized operating costs.
May 2026 Registered Direct Offering
On May 21, 2026, the Company and certain individual investors entered into subscription agreements pursuant to which the Company agreed to sell to such purchasers an aggregate of 2,298,000 Class B Ordinary Shares in a registered direct offering.
This offering of Class B Ordinary Shares was completed without an underwriter or a placement agent, and the Company did not pay underwriting discounts or commissions, so the proceeds to the Company, before expenses, were approximately $11.4 million.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering was closed on May 27, 2026.
Management Changes
On April 24, 2026, Marco Santori was terminated as the Company’s Chief Executive Officer and director. Ron Sade was appointed as the Company’s Chief Executive Officer effective May 1, 2026.
Securities Litigation
On June 22, 2026, a shareholder derivative complaint, RBCH Ltd. v. Ron Sade et al., was filed in the Supreme Court of the State of New York, County of New York, naming Ron Sade, our Chief Executive Officer and a member of our board of directors, as well as the other current directors as defendants. The lawsuit alleges breach of fiduciary duty and self-dealing to the detriment of shareholders in connection with the May 2026 registered direct offering (the “RDO”). The plaintiff seeks monetary damages, disgorgement of all compensation, fees and other benefits obtained by the defendants from the Company, rescission of the shares issued in the RDO, an order preventing Ron Sade and Keren Maimon from using the shares obtained in the RDO to vote at the company’s general meeting, and attorney fees. We intend to defend the action vigorously.
Solana Overview
Adoption of a Solana Treasury Policy
We have adopted a treasury policy (the “Treasury Policy”) under which the principal holding in our treasury reserve on the balance sheet will be allocated to digital assets, starting with Solana (“SOL”). Our Board of Directors (the “Board”) approved our new Treasury Policy on September 21, 2025, authorizing long-term accumulation of SOL.
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On September 23, 2025, we entered into a strategic advisor agreement (the “Strategic Advisor Agreement”) with Tariq Salem Alsaman Alnuaimi, Guy Hirsch, Keren Maimon, Ron Sade and Alyazi Saeed Almheiri (the “Strategic Advisors”) pursuant to which the Strategic Advisors will provide strategic advice and guidance relating to our business, operations, growth initiatives and industry trends in the cryptocurrency technology sector. We also intend to stake our treasury assets with one or more SOL validator service providers.
In October 2025 we began delegating our SOL treasury to validators operated by third parties to generate SOL native yield. A substantial portion of our SOL inventory that is delegated to the RockawayX (as defined below) validator is subject to a standard network-level unbonding period of approximately 24–48 hours; we do not consider this period to constitute a contractual lock-up under the Validator Services Agreement (the “Validator Services Agreement”), dated January 22, 2026, by and between the Company and RockawayX Infra Ltd. (“RockawayX”). We continue to hold our staked SOL through our custodial arrangements, and the legal ownership and custody of our SOL treasury is not transferred to the RockawayX validator or any validator that we use. Staking rewards are generally automatically re-staked through the arrangements with our custodians, unless otherwise directed. We receive staking rewards on a periodic basis, typically ranging from weekly to monthly depending on the applicable custodial arrangement.
As of June 30, 2026, approximately 95% of our SOL holdings were staked, substantially all of which were staked pursuant to the Validator Services Agreement. In August 2026, we completed the transfer of our custodial digital assets that were previously staked pursuant to the Validator Services Agreement to two new validators, one that is operated by Kraken Institutional (approximately 67% of the total custodial digital assets that were previously staked with the RockawayX validator), and the other that is operated by Anagram Staking Services Ltd. (approximately 33% of the total custodial digital assets that were previously staked with the RockawayX validator).
We acquired our current inventory of SOL through: (i) the in-kind contributions made by investors in the PIPE transaction completed in September 2025 to acquire Class B ordinary shares issued by the Company, (ii) a one-time purchase of locked SOL directly from the Solana Foundation, and (iii) over-the-counter (“OTC”) market exchange transactions. As of June 30, 2026, we have not sold any of our Solana, and do not have any immediate plans or arrangements to do so.
In addition to operating our sports club business, our management will focus its resources on our Treasury Policy and a significant portion of the balance sheet will be allocated to holding SOL in our digital asset treasury.
Currently our Treasury Policy is primarily dedicated to SOL, and we do not intend to allocate treasury assets to other digital assets in the near term. As a result, our assets are highly concentrated in a single digital asset. Adverse developments specific to SOL, its protocol, or its ecosystem could have a disproportionate impact on our financial condition and results of operations. We may hedge our SOL holdings with a mix of call options, put options as well as other derivatives via total return swaps.
Our Treasury Policy is intended to bring value to our stockholders through the following:
| ● | staking the majority of the SOL in our treasury to earn a staking yield and turn the treasury into a productive asset; |
| ● | purchasing locked SOL at a discount to the current spot price; and |
| ● | selling our SOL holdings, whether on the open market, through block trades, or other negotiated transactions, for various reasons and at various times, including, in order to repurchase our Class B Ordinary Shares when our Board believes such repurchases will result in accretive value creation for our shareholders and at such times when it is legally permissible to do so. |
We believe that SOL is one of the fastest and most used public blockchain in the world.
There can be no assurance that the value of SOL will increase, and investors should carefully consider the risks associated with digital assets.
How We Earn Staking Rewards
To earn staking rewards, we delegate substantial all of our SOL to a bare metal validator that we jointly manage with a third party while keeping the SOL held by third party custodians. This means we deposit our SOL into a stake account, which is then delegated to a validator’s vote account. As discussed above, in August 2026, we completed the transfer of our custodial digital assets that were previously staked pursuant to the Validator Services Agreement to two new validators, one that is operated by Kraken Institutional, and the other that is operated by Anagram Staking Services Ltd.
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How We Manage Liquidity
Our staking program involves a temporary loss of transferability of staked SOL during the “deactivation” or cooldown period. Under normal conditions, we expect to regain complete control over un-staked SOL within approximately 48 hours; however, network conditions could extend this scheduled period. To mitigate liquidity risk, we intend to maintain a portion of our treasury in cash to meet short-term obligations. As of June 30, 2026, our SOL inventory measured at fair value accounted for approximately 80-83% of the total treasury balance of the Company. Our remaining treasury assets as of June 30, 2026 consist of cash and common shares of a privately held crypto-related company. We intend to retain a certain portion of our treasury in cash and cash equivalent assets to ensure that the Company maintains adequate liquidity to meet its operational needs. A certain portion of our holdings is comprised of SOL that is programmatically locked by the FTX estate. As such the release of such locked SOL is outside our control, and although there is an unlocking schedule for such SOL, the expected release of such SOL is not guaranteed and is not under our control. As of June 30, 2026, the SOL that are locked by the FTX estate account for approximately 9% of our SOL treasury. These tokens are subject to contractual lock-up provisions and are released pursuant to a predetermined schedule applicable to all SOL held in the relevant omnibus accounts. The Company receives distributions of unlocked SOL, consisting of both principal and staking rewards, generally on a monthly basis. All remaining locked SOL, including accrued staking rewards, are expected to be fully released by the end of January 2028. For additional information, see the risk factor titled “Our SOL holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.”
Use of Custodians and Storage of SOL
We solely utilize third-party qualified custodians to hold our SOL. We do not self-custody our SOL. We use qualified custodians that utilize risk management and operational best practices related to hot vs. cold storage, access controls, custody technology and insurance, among other practices.
KYC and AML Procedures
We use OTC arrangements with some of our custodians to purchase SOL for our treasury. Additionally, in the past we have executed a one-time SOL purchase transaction directly with the Solana Foundation.
When selecting custodians through which we conduct SOL transactions and hold our SOL treasury, we identify reputable custodians that we believe have implemented appropriate policies and procedures related to anti-money laundering (“AML”) and know-your-customer (“KYC”), and Office of Foreign Assets Control sanctions compliance rules and regulations. We do not perform any independent KYC or AML compliance verification on the individual SOL holders we acquire SOL from as part of our transactions.
Historically we have not engaged in SOL transactions outside of these reputable third-party exchanges and custodians with the exception of (i) a direct purchase transaction with the Solana Foundation, and (ii) with five investors in our September 2025 PIPE transaction who delivered their purchase consideration to us in the form of SOL. The PIPE investors completed a standard KYC process through the placement agent which included date of birth, social security number and a photo ID for individuals and similar information from significant ultimate beneficial owners of entities. In the future we do not plan to engage in SOL transactions directly with individual counterparties outside of these reputable third-party exchanges and custodians. The PIPE investors provided us with customary representations and warranties related to compliance with applicable sanctions laws, USA PATRIOT Act, Office of Foreign Asset Control regulations, anti-money laundering and anti-corruption rules. If we determine that a third-party exchange or custodian does not satisfy applicable standards we may decline to transact on their platforms in the future.
SOL - The Token of the Solana Blockchain
SOL is the native token of the Solana blockchain. SOL was created with an initial supply of 500 million SOL, though much of the initial supply was locked or earmarked for various use cases including the community, the foundation and investors. New SOL is brought into existence primarily through inflationary rewards distributed to validators and delegators. The SOL staking yield is made up of three primary components: inflationary rewards, transaction/priority fees, and maximal extractable value. Solana’s programmatic inflation rate started at 8.0% and decreases by 15% every epoch-year until it reaches a terminal floor of 1.5%. These rewards are minted dynamically and distributed continuously to active stakers at the end of each epoch, rather than entering the market through episodic unlock schedules. Regarding network fees, Solana historically burned 50% of all transaction fees, with the other 50% rewarded to the validator. However, following the adoption of Solana Improvement Document 96 (SIMD-96), 100% of optional priority fees now go directly to the block-producing validator, while the 50% burn mechanism remains strictly in place for all standard base fees.
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Like all cryptocurrency assets, SOL has historically exhibited significant volatility. For example, according to data from CoinMarketCap, SOL traded above $294 during January 2025, and on July 22, 2026, it traded as low as approximately $77, representing a decline of 74% from the January 2025 peak. Solana reached intraday lows of approximately $60 during June 2026, representing an 80% decline from the January 2025 peak.
SOL has historically exhibited greater volatility than Bitcoin, and SOL price fluctuations can be tied to rapid shifts in total value locked or high-frequency decentralized exchange activity. Furthermore, shifting sentiment surrounding institutional capital flows and the launch of several spot ETFs may have contributed to the price volatility, especially under the bear market conditions.
Gas fees required to transfer SOL are engineered to optimize speed and affordability while preventing network spam through a distinct local fee market structure. The blockchain enforces a deterministic base transaction fee of 5,000 lamports per cryptographic signature, where 1 SOL equals 1,000,000,000 lamports. To control supply expansion, Solana blockchain utilizes a hybrid mechanism where 50% of the base transaction fee is permanently burned, while the remaining 50%—alongside 100% of any user-submitted priority fees used to bypass localized smart contract congestion—is distributed directly to validators securing the network.
The governance structure of Solana blockchain allows the community to vote on the network’s future direction using a digital ballot. To prevent the system from being burdened with low-quality proposals, only a network operator managing a minimum of 100,000 SOL may submit a proposal. Before a proposal can move to a network-wide election, it must first gather a ‘petition’ of support from at least 15% of all staked tokens on the network. Once it reaches the final ballot, the proposal requires a two-thirds supermajority to pass. Crucially, investors who delegate their tokens to network operators retain ultimate control; a safety feature referred to as “staker sovereignty” which allows individual token holders to override their operator’s vote if they disagree with it, with the intended goal of preventing power from becoming too concentrated.
The allocation of SOL’s total supply and its remaining release schedule are governed by a predictable decreasing inflation model rather than a hard-capped maximum supply. According to the network’s official genesis ledger, the initial token supply was distributed with 38.9% allocated to a community reserve fund, 36.2% to early private investors across multiple funding rounds, 12.8% to the core development team, 10.5% to the Solana Foundation, and 1.6% via a public auction. Because the supply is structurally open-ended, new tokens are programmatically generated and released via an inflation schedule that started at 8% and tapers down by 15% from the prior value each year until it hits a permanent baseline of 1.5%.
How SOL is Used
SOL is used as part of Solana’s proof-of-stake consensus mechanism. In general, proof-of-stake blockchains have block producers called validators that run nodes, bond or stake the protocol’s native token, propose blocks when chosen to do so, and validate/sign the transactions and blocks of others when not. Validators are chosen to produce a block in proportion to their stake, which makes it extremely costly for bad actors to attempt to control the network and add invalid transactions to the blockchain. Validators receive staking rewards for the work they perform, which further incentivizes validators to behave properly, as they would otherwise miss out on such rewards. Other proof-of-stake networks often “slash” some or all of a validator’s stake if it intentionally or unintentionally performs its duties poorly, for example, by double-signing a transaction, though Solana has not implemented slashing at this time. In addition to its use within consensus, SOL is also a “gas token”, meaning that users of the Solana blockchain pay SOL to validators (and delegators) as compensation for processing their transactions.
We see three particularly notable items giving Solana a technical advantage compared to many smart contract blockchain peers. Solana’s proof-of-history gives validators a notion of time and allows them to produce blocks without requiring the network to first agree upon the current block, resulting in speed advantages. Further, unlike peer blockchains that often use single-threaded virtual machines, Solana enables parallel transaction execution to increase throughput and take advantage of future hardware improvements resulting from increased CPU core counts. In addition, Solana is optimized for speed and security, and is naturally growing into decentralization as hardware and bandwidth costs fall over time, positioning it well along the Blockchain Trilemma.
While Solana Labs and the Solana Foundation have played important roles in the development of the Solana ecosystem, no single entity owns or controls the Solana network. However, concentration of influence in these entities, particularly in early-stage protocol governance, presents risks that investors should consider.
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Where SOL can be Transferred
SOL is a digital asset that can be transferred peer-to-peer on the Solana blockchain and traded across multiple markets, including: (i) centralized and decentralized spot exchanges, where pricing is determined by supply and demand and transactions may be executed via order books or smart contracts; and (ii) over-the-counter markets, where SOL is traded through privately negotiated bilateral transactions, typically for larger block trades.
The Solana Ecosystem
Solana’s performance and technical capabilities enable many use cases from DeFi to decentralized physical infrastructure networks, AI agents, social media, gaming, stablecoins, real-world assets, among others. We believe Solana is advantaged by best-in-class technology and strong network effects that have attracted a large, growing, and vibrant ecosystem of users, developers, and decentralized applications.
Regulations
Depending on the regulatory characterization of Solana, the markets for cryptocurrency in general, and our activities in particular, our business and our Solana acquisition strategy may be subject to regulation by one or more regulators in the United States and globally. Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our SOL strategy. Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity. U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.
The Commodities Futures Trading Commission (the “CFTC”) takes the position that some digital assets fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact. Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing. In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.
In addition, because transactions in SOL provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering. This misuse, or the perception of such misuse, could lead to greater regulatory oversight of SOL and SOL platforms, and there is the possibility that law enforcement agencies could close SOL platforms or other SOL-related infrastructure with little or no notice and prevent users from accessing or retrieving SOL held via such platforms or infrastructure.
As noted above, activities involving SOL and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope The laws and regulations applicable to SOL and digital assets are evolving and subject to interpretation and change.
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Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements.
As digital assets have grown in both popularity and market size, the U.S. Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the CFTC, the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the Internal Revenue Service and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users. Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.
Legacy Sports Business
Following our September 2025 strategic pivot to Solana infrastructure, we continue to operate this segment as our legacy business and maintain certain of our existing football club holdings; however, we are actively evaluating strategic alternatives for the segment, including potential dispositions of one or more club assets, with the objective of concentrating our resources and management attention on the Solana infrastructure segment. For example, in April 2026, we entered into a deed of transfer pursuant to which we agreed to sell the entirety of our equity interest in S.S. Juve Stabia S.r.l.
During this evaluation period, we do not intend to make significant additional capital investments in the legacy segment, and we expect its relative contribution to our consolidated business to diminish over time. The football club assets are excluded from our digital asset treasury holdings updates, reflecting their distinct strategic and financial character from our primary Solana Infrastructure operations.
For additional discussion regarding our legacy sports business, see “Item 4.B. Business Overview – Legacy Sports Business (Multi-Club Football) Segment” in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “2025 Annual Report”).
September 2025 PIPE Transaction
Securities Purchase Agreements
On September 18, 2025, we entered into securities purchase agreements (the “PIPE Securities Purchase Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the “PIPE Offering”) an aggregate offering of (i) a combination of 6,150,551 Class B Ordinary Shares, and Class B Ordinary Share purchase warrants (the “PIPE Common Warrants”) to purchase 6,150,551 Class B Ordinary Shares, at a combined offering price of $45.00 per Class B Ordinary Share and PIPE Common Warrant to purchase one Class B Ordinary Share and (ii) a combination of pre-funded warrants (the “PIPE Pre-Funded Warrants”) to purchase 516,115 Class B Ordinary Shares and PIPE Common Warrants to purchase 516,115 Class B Ordinary Shares, at a combined offering price of $44.50 per PIPE Pre-Funded Warrant to purchase one Class B Ordinary Share and PIPE Common Warrant to purchase one Class B Ordinary Share.
The PIPE Common Warrants will be immediately exercisable for 36 months after issuance at an exercise price of $67.50 per share. The PIPE Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the PIPE Pre-Funded Warrants issued in the PIPE Offering are exercised in full at an exercise price of $0.50 per share. Each Purchaser’s ability to exercise its PIPE Pre-Funded Warrants and PIPE Common Warrants, as applicable, in exchange for Class B Ordinary Shares is subject to certain beneficial ownership limitations set forth therein.
The PIPE Offering closed on September 23, 2025 with aggregate gross proceeds of approximately $300 million, which amount was paid in cash, USD Coin, Tether, or SOL (or a combination thereof).
Registration Rights Agreement
In connection with entering into the PIPE Securities Purchase Agreements, on September 18, 2025, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC, within 30 days of the closing of the PIPE Offering registering the resale of, among others, the PIPE Shares, the PIPE Pre-Funded Warrants, the PIPE Pre-Funded Warrant Shares, the PIPE Common Warrants, the PIPE Warrant Shares, the Strategic Advisor Warrants and the Strategic Advisor Warrant Shares.
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The registration statement of which this prospectus forms a part is being filed in part to satisfy our obligations under the Registration Rights Agreement.
Strategic Advisor Agreement
On September 18, 2025, the Company entered into a Strategic Advisor Agreement with the Strategic Advisors, pursuant to which the Strategic Advisors will provide the Company with strategic advice and guidance relating to the Company’s business, operations and growth initiatives, and industry trends in the cryptocurrency technology sector. In return for their services, the Strategic Advisors will receive (i) cash compensation equal to 1% per annum of the amount of the Company’s SOL Assets Under Management (“SOL AUM”) (as determined in accordance with the provisions of the Strategic Advisor Agreement); (ii) prefunded warrants (the “Strategic Advisor Pre-Funded Warrants”) to purchase a number of Class B Ordinary Shares equal to 10% of the aggregate number of Class B Ordinary Shares and pre-funded warrants issued pursuant to the Securities Purchase Agreements (the “Strategic Advisor Pre-Funded Warrant Shares”); (iii) warrants (the “Strategic Advisor Common Warrants 1”) to purchase an amount of Class B Ordinary Shares equal to, in the aggregate, 50.0% of the aggregate number of Strategic Advisor Pre-Funded Warrant Shares; and (iv) warrants (the “Strategic Advisor Common Warrants 2”, and together with the Strategic Advisor Pre-Funded Warrants and the Strategic Advisor Common Warrants 1, the “Strategic Advisor Warrants”) to purchase, in the aggregate, an amount of Class B Ordinary Shares equal to 9.0% of the aggregate number of Class B Ordinary Shares and pre-funded warrants issued pursuant to the Securities Purchase Agreements. The Strategic Advisor Agreement was amended on October 31, 2025 to correct the exercises prices of the Strategic Advisor Common Warrants 2. All of the Strategic Advisor Common Warrants 2 were exercised on a cashless basis. Under the Strategic Advisor Agreement, SOL AUM is valued, as of a given date, using the time-weighted average price of SOL over the 15 calendar-day period ending on the day immediately preceding such date, which means, with respect to each such day, the CME CF Solana-Dollar Reference Rate New York Variant (SOLUSD_NY) (“CF Benchmarks Index”) for such day or, if the CF Benchmarks Index is unavailable, the rate determined pursuant to such other index, benchmark or other method of determining the fair value of SOL as may be selected by the Company and approved in good faith by a majority of the strategic advisors. While the Company’s Board of Directors works closely with the Strategic Advisors to identify potential new opportunities, currently, the Company does not plan to pursue any initiatives regarding its SOL treasury pursuant to the Strategic Advisor Agreement. As of June 30, 2026, SOL AUM was $93 million.
Concurrent Securities Issuances
On September 23, 2025, the Company entered into a Registration Rights Agreement (the “DM Registration Rights Agreement”) with certain entities owned and controlled by Daniel J. McClory (the “DM Entities”), an executive director of the Company, pursuant to which the Company agreed to file a registration statement with the SEC, within 30 days of the closing of the PIPE Offering registering the resale of the Class B Ordinary Shares held by the DM Entities. The McClory Shares have been included in the registration statement related to this prospectus pursuant to the DM Registration Rights Agreement.
The registration statement of which this prospectus forms a part is being filed in part to satisfy our obligations under the DM Registration Rights Agreement.
May 2026 Registered Direct Offering
On May 21, 2026, the Company and certain individual investors entered into subscription agreements pursuant to which the Company agreed to sell to such purchasers an aggregate of 2,298,000 Class B Ordinary Shares in a registered direct offering.
This offering of Class B Ordinary Shares was completed without an underwriter or a placement agent, and the Company did not pay underwriting discounts or commissions, so the proceeds to the Company, before expenses, were approximately $11.4 million.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The offering was closed on May 27, 2026.
Corporate Information
Our corporate address and registered office are located at Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland. The phone number of our registered office is +353 1 237 3700. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, NY 10168, (800) 221-0102. We maintain a website at https://solmate.com. Information available on our website is not incorporated by reference in and is not deemed a part of this prospectus.
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| Securities offered by Selling Securityholders: | (A) up to 6,666,648 of our Class B Ordinary Shares issuable upon the exercise of the PIPE Common Warrants (as defined herein) issued to the investors in the PIPE Offering (as defined herein), which have an exercise price of $67.50 per share (the “PIPE Warrant Shares”); (B) up to 333,331 Class B Ordinary Shares issuable to the Strategic Advisors (as defined herein) upon the exercise of certain Strategic Advisor Pre-Funded Warrants (as defined herein), which have an exercise price of $0.50 per share (the “Strategic Advisor Pre-Funded Warrant Shares”); (C) up to 166,663 Class B Ordinary Shares issuable upon exercise of the Strategic Advisor Common Warrants 1 (as defined herein) which have an exercise price of $67.50 per share (the “Strategic Advisor Warrant 1 Shares” and together with the Strategic Advisor Pre-Funded Warrant Shares, the Strategic Advisor Warrant Shares”); (D) 1,069 Class B Ordinary Shares issuable upon warrants issued to certain legacy shareholders of the Company, which have an exercise price of $135.00 per share (the “Legacy Warrant Shares”); (E) the PIPE Common Warrants to purchase up to 6,666,648 Class B Ordinary Shares, (F) the Strategic Advisor Pre-Funded Warrants to purchase up to 333,331 Class B Ordinary Shares; (G) the Strategic Advisor Common Warrants 1 to purchase up to 166,663 Class B Ordinary Shares; (H) 6,150,533 PIPE Shares; (I) 516,115 PIPE Pre-Funded Warrant Shares; and (J) 109,421 McClory Shares. | |
| Ordinary shares outstanding prior to the offering1 | 11,009,294 | |
| Ordinary shares outstanding immediately after the offering | 18,177,005 assuming the exercise in full of all PIPE Common Warrants, Strategic Advisor Warrants and warrants related to the Legacy Warrant Shares. | |
| Use of proceeds | We will not receive any of the proceeds from the sale of Class B Ordinary Shares by any Selling Securityholder. However, we will receive up to approximately $461,559,473 in gross proceeds if the PIPE Common Warrants, Strategic Advisor Warrants and warrants related to the Legacy Warrant Shares are exercised in full (assuming no cashless exercise, as applicable). Other than proceeds required to fund operations, we anticipate using substantially all of the proceeds from the exercise of the PIPE Common Warrants, Strategic Advisor Warrants and warrants related to the Legacy Warrant Shares to purchase additional SOL pursuant to our digital asset strategy. We may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement our current business. Our management will retain broad discretion over the allocation of the net proceeds from the exercise of warrants, if any. See “Use of Proceeds”. | |
| Risk factors | Investing in our Class B Ordinary Shares involves a high degree of risk. You should carefully consider all the information in this prospectus and the documents incorporated into each by reference prior to investing in our shares. In particular, we urge you to consider carefully the factors set forth in the section entitled “Risk Factors” beginning on page 11 of this prospectus and the documents we have filed with the SEC that are incorporated by reference herein for more information, before you make any investment in our shares. | |
| Trading market | Our Class B Ordinary Shares are traded on The Nasdaq Capital Market tier of Nasdaq under the symbol “SLMT”. |
| 1 | As of June 26, 2026 |
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An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks described below and discussed under the sections captioned “Risk Factors” contained in our most recent Annual Report on Form 20-F, as filed with the SEC, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus and the information and documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of the Class B Ordinary Shares to decline, resulting in a loss of all or part of your investment.
Risks Related to This Offering and Ownership of Our Class B Ordinary Shares
Our management will have broad discretion as to the use of the proceeds from this offering may invest or otherwise use the proceeds in ways with which you may not agree or in ways that may not yield a return.
Our management will have broad discretion in the application of the net proceeds from the exercise of the PIPE Common Warrants, and the Strategic Advisor Warrants any additional offering by us and could use the proceeds for purposes other than those contemplated at the time of the offering, including in ways that do not improve our results of operations or enhance the value of our Class B Ordinary Shares. The failure by our management to apply these funds effectively could result in financial losses that have a material adverse effect on our business or cause the price of our Class B Ordinary Shares to decline, delay the development of additional products and services and our pursuit of our new SOL strategy. Pending their use, we may invest the net proceeds from warrant exercises or offerings in a manner that does not produce income or that loses value.
Future sales of our Class B Ordinary Shares, or the perception in the public markets that these sales may occur, could cause the market price for our Class B Ordinary Shares to decline.
In order to raise additional capital, we may at any time, including during the pendency of this offering, offer additional Class B Ordinary Shares or other securities convertible into or exchangeable for our Class B Ordinary Shares at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional Class B Ordinary Shares, or securities convertible or exchangeable into Class B Ordinary Shares, in future transactions may be higher or lower than the price per share paid by investors in this offering.
In addition, sales of a substantial number of Class B Ordinary Shares in the public market could occur at any time, subject to the restrictions and limitations described below. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our Class B Ordinary Shares in the public market following this offering, the market price of our Class B Ordinary Shares could decline significantly and impair our ability to raise capital through the sale of additional equity securities.
We have reserved 900,000 Class B Ordinary Shares for issuance under our 2022 Equity Incentive Plan, and as of the date of this prospectus, we have 118,803 Class B Ordinary Shares available shares to be issued. We cannot predict the effect, if any, that market sales of Class B Ordinary Shares or the availability of Class B Ordinary Shares for sale will have on the market price of our Class B Ordinary Shares prevailing from time to time. Sales of substantial amounts of Class B Ordinary Shares in the public market, or the perception that those sales will occur, could cause the market price of our Class B Ordinary Shares.
We do not expect to pay dividends in the foreseeable future.
In the past, we have not paid dividends on our Class B Ordinary Shares. We do not currently intend to pay dividends on our Class B Ordinary Shares and we intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our Class B Ordinary Shares may be your sole source of gain for the foreseeable future.
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We are exposed to counterparty risk in connection with our SOL holdings and transactions which may adversely affect our business, financial condition, and results of operations.
We are exposed to counterparty risk in connection with our SOL holdings and transactions, as we rely on third-party exchanges, OTC counterparties, and custodians. These entities may be subject to fraud, cybersecurity incidents, operational failures, regulatory actions, or financial distress. The insolvency or bankruptcy of a custodian or trading platform could delay or impair our ability to access or recover assets, potentially resulting in partial or total loss. Digital asset custodial arrangements may offer fewer legal protections than traditional custody, and customer assets may be treated as part of a counterparty’s bankruptcy estate. Although we employ due diligence, counterparty diversification, and internal controls to mitigate these risks, such measures may not be effective in preventing losses and as a result, it may adversely affect our business, financial condition, and results of operations.
Our SOL holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.
Historically, digital asset markets, including SOL, have been highly volatile, with relatively limited liquidity and trading volumes compared to sovereign currency markets, ongoing concerns regarding pseudonymity, a developing regulatory framework, and susceptibility to market abuse, manipulation, and control failures at exchanges. These risks are compounded by the assets’ electronic and decentralized nature. During times of market instability, we may not be able to sell our SOL at favorable prices or at all. Further, SOL we hold with our custodians and transact with our trade execution partners does not enjoy the same protection as is available to cash or securities deposited with or transacted by institutions subject to regulation by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation. We may be unable to enter into term loans or other capital raising transactions collateralized by our SOL or otherwise generate funds using our SOL holdings, including in particular during times of market instability or when the price of SOL has declined significantly. In addition, a certain portion of our SOL are under a programmatic lockup from the FTX estate and in accordance with the one-time purchase transaction with the Solana Foundation (“locked SOL”), and we may continue to acquire locked SOL at a discount to market prices of unlocked SOL in order to generate value for shareholders. These locked SOL are significantly less liquid than cash and our unlocked SOL holdings. If we are unable to sell our locked or unlocked SOL, enter into additional capital raising transactions using locked or unlocked SOL as collateral, or otherwise generate funds using our locked or unlocked SOL holdings, or if we are forced to sell our locked or unlocked SOL at a significant loss, in order to meet our working capital requirements, our business and financial condition could be negatively impacted.
Our staking activities expose us to additional operational, liquidity, regulatory and technological risks that could adversely affect our SOL holdings, financial condition and results of operations.
To earn staking rewards, we intend to delegate our SOL to our bare metal validator that we jointly manage with a third party while keeping the SOL held by third party custodians. This means we intend to deposit our SOL into a stake account, which is then delegated to a validator’s vote account. As of June 30, 2026, approximately 95% of our SOL holdings were staked, substantially all of which were staked pursuant to the Validator Services Agreement. Staked SOL may not be immediately available for transfer or sale and generally must undergo an unstaking process before becoming transferable, which may limit our ability to access liquidity, respond to market developments, satisfy operational needs or dispose of our holdings on favorable terms. In addition, the amount of staking rewards we earn depends on various factors beyond our control, including network protocols, validator performance, changes to the Solana network, staking participation rates, protocol upgrades and governance decisions, any of which could reduce or eliminate anticipated staking rewards.
Our staking activities also expose us to operational, technological and counterparty risks. Validators may experience downtime, cybersecurity incidents, operational failures, software defects, misconfigurations or other disruptions that could reduce staking rewards, delay access to our staked assets or otherwise adversely affect our staking activities. While we intend to conduct appropriate diligence in selecting validators, we cannot guarantee that any validator will operate as expected or remain financially or operationally viable.
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We will not receive any of the proceeds from the sale of the Securities by any Selling Securityholder. However, we will receive up to approximately $461,559,473 in gross proceeds if the PIPE Common Warrants, Strategic Advisor Warrants and the warrants related to the Legacy Warrant Shares are exercised in full (assuming no cashless exercise, as applicable). Other than proceeds required to fund operations, we anticipate using substantially all of the proceeds from the exercise of the PIPE Common Warrants, Strategic Advisor Warrants and warrants related to the Legacy Warrant Shares to purchase additional SOL pursuant to our digital asset strategy. We may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement our current business. Our management will retain broad discretion over the allocation of the net proceeds from the exercise of warrants, if any.
We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant, and will be subject to compliance with applicable laws, including the Irish Companies Act, which requires Irish companies to have distributable reserves available for distribution equal to or greater than the amount of the proposed dividend. In addition, any distribution of dividends must be in accordance with the rules and restrictions applying under Irish law.
The description of our authorized share capital and our outstanding securities as of the date of the filing of our 2025 Annual Report is incorporated by reference to Exhibit 2.1 to the 2025 Annual Report, and supplemented or updated as follows:
General
The authorized share capital of the Company is $501,750,000, which consist of 1,053,000,000 shares, consisting of (i) 500,000 Class A ordinary shares with a nominal value of $0.50 each, (ii) 1,002,500,000 Class B ordinary shares with a nominal value of $0.50 each, and (iii) 50,000,000 preferred shares with a nominal value of $0.005 each of which 10,000,000 are designated as Series A Preferred Shares (the “Series A Preferred Shares”) and 2,500,000 are designated as Series B Preferred Shares (the “Series B Preferred Shares”).
As of June 26, 2026, there were 20,000 shares of Series A Preferred Stock (convertible into 16,000 Class B Ordinary Shares) outstanding. There are no shares of Series B Preferred Stock outstanding.
Preferred Shares
Under our constitution, we are authorized to issue, without shareholder approval, up to 50,000,000 preferred shares, issuable in one or more series, and, subject to the provisions of the Irish Companies Act, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as our board of directors may determine and as further set out in the constitution, and such rights and privileges, including dividend and voting rights, may be superior to those of the ordinary shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our ordinary shares and the voting and other rights of the holders of ordinary shares.
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Our board of directors has designated the Series A Preferred Shares and the Series B Preferred Shares (together, the “Designated Preferred Shares”). The voting rights of the Designated Preferred Shares are limited to protective provisions, requiring consent for issuance of senior securities and material adverse amendments. The Designated Preferred Shares rank senior to our ordinary shares in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders and the holders are entitled to receive an amount per share equal to the original issue price plus any accrued but unpaid dividends before any distribution to the holders of our ordinary shares. The holders of Designated Preferred Shares are entitled to receive dividends as and when recommended and declared by our board of directors or declared by our shareholders on a pari passu basis with our ordinary shares according to the number of Class B Ordinary Shares then issuable to such holders upon conversion of the Designated Preferred Shares. Each Designated Preferred Share is convertible into 0.8 Class B Ordinary Shares at the option of the holder, subject to adjustment as described in its respective certificate of designation. The Series A Preferred Shares are redeemable by us, commencing on the first anniversary of the original issue date, at 150% of the original issue price, payable in cash or Class B Ordinary Shares. The Series B Preferred Shares are not redeemable by us. As of June 26, 2026, there were 20,000 shares of Series A Preferred Stock (convertible into 16,000 Class B Ordinary Shares) outstanding. There are no shares of Series B Preferred Stock outstanding.
Warrants
As of June 26, 2026, the Company had the following outstanding warrants:
| ● | PIPE Common Warrants, exercisable for 6,666,648 Class B Ordinary Shares at an exercise price of $67.50 per share for three years following their initial issuance. |
| ● | Strategic Advisor Pre-Funded Warrants, exercisable for 333,331 Class B Ordinary Shares at an exercise price of $0.50 per share, which are not exercisable until September 23, 2028. |
| ● | Strategic Advisor Common Warrants 1, exercisable for 166,663 Class B Ordinary Shares at an exercise price of $67.50 per share, which are not exercisable until September 23, 2028. |
| ● | Warrants held by certain legacy shareholders to purchase 1,069 Class B Ordinary Shares at an exercise price of $135.00 per share. |
RSUs
As of June 26, 2026, the Company has granted 52,645 Restricted Stock Units (“RSUs”) under the Company’s 2022 Equity Incentive Plan as follows:
| ● | On September 23, 2025, the Board of Directors granted 4,444 RSUs to each of Keren Maimon, Ron Sade, Alyazi Saeed Almheiri, Tariq Salem Alsaman Alnuaimi, Arthur Laffer and Viktor Fischer, representing 26,664 RSUs in aggregate. These RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of grant, with an initial vesting date occurring on October 23, 2025, subject to continued service and the terms of the Plan. Unvested RSUs accelerate and vest in full upon a Change in Control, as defined in the Plan. | |
| ● | In 2026, the Board of Directors approved the grant of 25,981 RSUs to Erez Simha pursuant to his director offer letter. These RSUs vest in substantially equal quarterly installments over a two-year period, subject to continued service and the terms of the Plan. | |
| ● | In April 2026, Arthur Laffer and Viktor Fischer resigned from the Board of Directors, and accordingly 6,666 unvested RSUs related to their awards were forfeited in accordance with the terms of the Plan. The vested RSUs had not yet been settled through the issuance of shares as of June 26, 2026. |
As of June 26, 2026, there are 45,979 RSUs outstanding, of which 9,914 RSUs have vested.
Transfer Agent
The transfer agent and registrar for our ordinary shares in the United States is Equiniti Trust Company, 1110 Centre Point Curve, Suite 101, Mendota Heights, MN 55120. Its telephone number is (800) 689-8788.
Listing
The Class B Ordinary Shares are listed on The Nasdaq Capital Market tier of Nasdaq under the symbol “SLMT”.
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The Securities being offered by the Selling Securityholders are those issuable upon exercise of previously issued warrants to purchase Class B Ordinary Shares. For additional information regarding the issuances of those Class B Ordinary Shares and the other Securities, see the section of this prospectus titled “Prospectus Summary — Recent Developments — September 2025 PIPE Transaction.” We are registering the Securities in order to permit the Selling Securityholders to offer the Securities for resale from time to time.
Information About the Selling Securityholders
The following table sets forth, based on information provided to us by or on behalf of the Selling Securityholders or known to us, the name of the Selling Securityholders and the number of Class B Ordinary Shares beneficially owned by the Selling Securityholders before and after this offering.
The table below lists the Selling Securityholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act, and the rules and regulations thereunder) of Class B Ordinary Shares held by each of the Selling Securityholders.
The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The percentages of ownership of the Selling Securityholders in the below table is based upon 11,009,294 Class B Ordinary Shares outstanding as of June 26, 2026.
| Name of Selling Securityholder | Number
of Class B Ordinary Shares Owned Prior to Offering |
Maximum Number of Class B Ordinary Shares to be Sold Pursuant to this Prospectus |
Number
of Class B Ordinary Shares Owned After the Offering |
Percentage Class B Ordinary Shares Owned After the Offering(1) | ||||||||||
| RBCH Ltd.(2) | 1,111,111 | 2,222,222 | 0 | * | ||||||||||
| Electric Capital Frontier Fund II, LP(3) | 497,657 | 995,314 | 0 | * | ||||||||||
| Electric Capital Venture Fund III, LP(4) | 207,346 | 414,692 | 0 | * | ||||||||||
| QRT Master Fund SPC- Torus Fund SP(5) | 437,485 | 874,970 | 0 | * | ||||||||||
| Qube Master Fund Ltd(6) | 215,478 | 430,956 | 0 | * | ||||||||||
| ARK Innovation ETF(7) | 431,625 | 863,252 | 0 | * | ||||||||||
| ARK Next Generation Internet ETF(8) | 139,569 | 279,138 | 0 | * | ||||||||||
| ARK FinTech Innovation ETF(9) | 78,805 | 157,610 | 0 | * | ||||||||||
| Anatole Partners Master Fund, L.P.(10) | 316,632 | 633,264 | 0 | * | ||||||||||
| Anatole Partners Enhanced Master Fund, L.P. (11) | 238,923 | 477,846 | 0 | * | ||||||||||
| Alyeska Master Fund, LP(12) | 518,682 | 1,037,364 | 0 | * | ||||||||||
| Gluonfield Holdings Limited(13) | 333,333 | 666,666 | 0 | * | ||||||||||
| V3 Holding Limited(14) | 333,333 | 666,666 | 0 | * | ||||||||||
| Anson Investments Master Fund LP(15) | 144,444 | 288,888 | 0 | * | ||||||||||
| Anson East Master Fund LP(16) | 44,445 | 88,890 | 0 | * | ||||||||||
| Anson Opportunities Master Fund LP(17) | 33,333 | 66,666 | 0 | * | ||||||||||
| Black Lines Holdings Limited(18) | 221,517 | 443,034 | 0 | * | ||||||||||
| Meshflow SOL II LLC(19) | 103,174 | 206,348 | 0 | * | ||||||||||
| Bartosz Lipinski(20) | 41,269 | 82,538 | 0 | * | ||||||||||
| Funds Managed by Weiss Asset Management LP(21) | 111,110 | 222,220 | 0 | * | ||||||||||
| Phiton Ventures, LLC(22) | 111,111 | 222,222 | 0 | * | ||||||||||
| Off the Chain LP(23) | 111,111 | 222,222 | 0 | * | ||||||||||
| Quantstamp Holdings Bermuda Ltd(24) | 111,111 | 222,222 | 0 | * | ||||||||||
| Arrington XRP Capital Fund, LP(25) | 111,111 | 222,222 | 0 | * | ||||||||||
| OGTM Holdings LLC(26) | 88,888 | 177,776 | 0 | * | ||||||||||
| Origin Capital Partners Limited(27) | 11,111 | 22,222 | 0 | * | ||||||||||
| Coinfund Liquid Opportunities LP(28) | 63,438 | 126,876 | 0 | * | ||||||||||
| Series F Liquid Opportunities LP(29) | 7,248 | 14,496 | 0 | * | ||||||||||
| Series G Liquid Opportunities LP(30) | 7,091 | 14,182 | 0 | * | ||||||||||
| Schonfeld Global Master Fund L.P.(31) | 61,111 | 122,222 | 0 | * | ||||||||||
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| Name of Selling Securityholder | Number of Class B Ordinary Shares Owned Prior to Offering | Maximum Number of Class B Ordinary Shares to be Sold Pursuant to this Prospectus | Number of Class B Ordinary Shares Owned After the Offering | Percentage Class B Ordinary Shares Owned After the Offering(1) | ||||||||||||
| Borderless Multi-Strategy Fund V LP(32) | 61,111 | 122,222 | 0 | * | ||||||||||||
| Payward, Inc.(33) | 44,444 | 88,888 | 0 | * | ||||||||||||
| Disrupt Investments Limited(34) | 44,444 | 88,888 | 0 | * | ||||||||||||
| Eleven Eleven Algo Ci Ltd(35) | 33,333 | 66,666 | 0 | * | ||||||||||||
| CL Advisors - DVII LP(36) | 17,908 | 35,816 | 0 | * | ||||||||||||
| CL Advisors - DIII LP(37) | 13,218 | 26,436 | 0 | * | ||||||||||||
| Anagram Ltd.(38) | 25,761 | 51,522 | 0 | * | ||||||||||||
| Paper Group Special Opportunities 2 Inc.(39) | 22,222 | 44,444 | 0 | * | ||||||||||||
| Funicular Funds, LP(40) | 22,222 | 44,444 | 0 | * | ||||||||||||
| Ron Sade(41) | 1,423,978 | 100,443 | 1,323,535 | 5.32 | % | |||||||||||
| Keren Kalima Maimon(42) | 1,420,200 | 96,665 | 1,323,535 | 5.32 | % | |||||||||||
| Stanislav Oskin(43) | 22,580 | 44,444 | 0 | * | ||||||||||||
| Dylan Zanker(44) | 5,555 | 11,110 | 0 | * | ||||||||||||
| Relayer Capital Master Fund Ltd.(45) | 5,555 | 11,110 | 0 | * | ||||||||||||
| Eyal Ashur(46) | 2,222 | 4,444 | 0 | * | ||||||||||||
| Guy Hirsch(47) | 262,451 | 88,887 | 173,564 | * | ||||||||||||
| Alyazi Saeed Ahmed Alkhattal Almheiri(48) | 256,199 | 83,332 | 172,867 | * | ||||||||||||
| Tariq Salem Ebraheem Alsaman Alnuuaimi(49) | 512,407 | 166,666 | 345,741 | 1.39 | % | |||||||||||
| Arlington Capital Holdings Inc.(50) | 1,629 | 148 | 1,481 | * | ||||||||||||
| Micheal WardIRA(51) | 407 | 37 | 370 | * | ||||||||||||
| Lotus Investors LLC(52) | 814 | 74 | 740 | * | ||||||||||||
| UVE Partners LLC(53) | 1,629 | 148 | 1,481 | * | ||||||||||||
| Jelena Jakovljevic(54) | 429 | 148 | 281 | * | ||||||||||||
| Thomas Saunders(55) | 395 | 35 | 360 | * | ||||||||||||
| Brenda Fortunate(56) | 407 | 37 | 370 | * | ||||||||||||
| Brent W. Bost(57) | 387 | 37 | 350 | * | ||||||||||||
| John Gismondi(58) | 488 | 44 | 444 | * | ||||||||||||
| Paul T. Barich(59) | 1,026 | 93 | 933 | * | ||||||||||||
| John Scott(60) | 157 | 57 | 100 | * | ||||||||||||
| Samuel Bode Miller(61) | 684 | 62 | 622 | * | ||||||||||||
| Gregory James Gleason(62) | 765 | 69 | 696 | * | ||||||||||||
| Charles Wyatt(63) | 569 | 51 | 518 | * | ||||||||||||
| Jill Jaclin(64) | 325 | 29 | 296 | * | ||||||||||||
| Carlton Fiorentino(65) | 2,222 | 4,444 | 0 | * | ||||||||||||
| Greg Blatt(66) | 44,444 | 88,888 | 0 | * | ||||||||||||
| Jordan Siberry(67) | 4,444 | 8,888 | 0 | * | ||||||||||||
| Patrick Loney(68) | 555 | 1,110 | 0 | * | ||||||||||||
| Patrick Murck(69) | 555 | 1,110 | 0 | * | ||||||||||||
| Sonny Singh(70) | 11,111 | 22,222 | 0 | * | ||||||||||||
| Robert Chalmers Revocable Trust(71) | 4,500 | 9,000 | 0 | * | ||||||||||||
| Boustead Securities, LLC(72) | 9,388 | 9,388 | 0 | * | ||||||||||||
| Brea Holdings LLC(73) | 10,000 | 10,000 | 0 | * | ||||||||||||
| Daniel J. McClory(74) | 77,500 | 40,000 | 37,500 | * | ||||||||||||
| Pinehurst Partners LLC(75) | 50,033 | 50,033 | 0 | * | ||||||||||||
| (*) | Represents less than 1%. |
| (1) | Applicable percentage ownership is based on 11,009,294 Class B Ordinary Shares outstanding as of June 26, 2026. |
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| (2) | Does not include 1,111,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by RBCH Ltd., which, if exercised would represent 8.93% of the Percent of Class B Ordinary Shares. Mr. Viktor Fischer and Mr. Jakub Havrlant, are the control person of the Selling Securityholder, have voting and investment control of the shares held by the Selling Securityholder. Mr. Fischer and Mr. Havrlant may be deemed to be the beneficial owner of such shares. Mr. Fischer and Mr. Havrlant, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is c/o Juraj Petro- Rockaway X, Generala Piky 430/26, Dejvice, 160 00 Praha 6, Czech Republic. |
| (3) | Does not include 497,657 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Electric Capital Frontier Fund II, LP, which, if exercised would represent 3.99% of the Percent of Class B Ordinary Shares. Curtis Wayne Spencer IV is the Managing Member of Electric Capital Frontier Fund GP II, LLC, the General Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Spencer may be deemed to be the beneficial owner of such shares. Mr. Spencer, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 855 El Camino Real #13A-15, Palo Alto, CA 943012. |
| (4) | Does not include 207,346 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Electric Capital Venture Fund III, LP, which, if exercised would represent 1.66% of the Percent of Class B Ordinary Shares. Curtis Wayne Spencer IV is the Managing Member of Electric Capital Venture Fund GP III, LLC, the General Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Spencer may be deemed to be the beneficial owner of such shares. Mr. Spencer, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 855 El Camino Real #13A-15, Palo Alto, CA 943012. |
| (5) | Does not include 437,485 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by QRT Master Fund SPC- Torus Fund SP, which, if exercised would represent 3.52% of the Percent of Class B Ordinary Shares. Stuart Brown, is the Director for Qube Research & Technologies Limited as investment manager for the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Brown may be deemed to be the beneficial owner of such shares. Mr. Brown, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Suit #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, KY1-1003, Cayman Islands. |
| (6) | Does not include 215,478 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Qube Master Fund Ltd, which, if exercised would represent 1.73% of the Percent of Class B Ordinary Shares. Stuart Brown, is the Director for Qube Research & Technologies Limited as investment manager for the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Brown may be deemed to be the beneficial owner of such shares. Mr. Brown, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Suit #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, KY1-1003, Cayman Islands. |
| (7) | Does not include 431,625 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by ARK Innovation ETF, which, if exercised would represent 3.47% of the Percent of Class B Ordinary Shares. Cathie Wood, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Ms. Wood may be deemed to be the beneficial owner of such shares. Ms. Wood, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 200 Central Ave Suite 220, St. Petersburg FL 33701. |
| (8) | Does not include 139,569 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by ARK Next Generation Internet ETF, which, if exercised would represent 1.12% of the Percent of Class B Ordinary Shares. Cathie Wood, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Ms. Wood may be deemed to be the beneficial owner of such shares. Ms. Wood, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 200 Central Ave Suite 220, St. Petersburg FL 33701. |
| (9) | Does not include 78,805 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by ARK FinTech Innovation ETF, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Cathie Wood, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Ms. Wood may be deemed to be the beneficial owner of such shares. Ms. Wood, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 200 Central Ave Suite 220, St. Petersburg FL 33701. |
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| (10) | Does not include 316,632 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anatole Partners Master Fund, L.P., which, if exercised would represent 2.55% of the Percent of Class B Ordinary Shares. The reported securities are directly owned by the Selling Securityholder and may be deemed beneficially owned by Anatole Investment Management Limited (“Anatole”) as the investment manager of the Selling Securityholder. The reported securities may also be deemed beneficially owned by Xiaofan Yang as the principal of Anatole. Mr. Yang also may be deemed to be the beneficial owner of such securities. Each of Anatole and Mr. Yang, however, disclaims any beneficial ownership of the securities held by the Selling Shareholder. The address of Selling Securityholder is 17/F Southland Building, 48 Connaught Road Central, Hong Kong. |
| (11) | Does not include 238,923 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anatole Partners Enhanced Master Fund, L.P., which, if exercised would represent 1.92% of the Percent of Class B Ordinary Shares. The reported securities are directly owned by the Selling Securityholder and may be deemed beneficially owned by Anatole as the investment manager of the Selling Securityholder. The reported securities may also be deemed beneficially owned by Xiaofan Yang as the principal of Anatole. Mr. Yang also may be deemed to be the beneficial owner of such securities. Each of Anatole and Mr. Yang, however, disclaims any beneficial ownership of the securities held by the Selling Shareholder. The address of Selling Securityholder is 17/F Southland Building, 48 Connaught Road Central, Hong Kong. |
| (12) | Does not include 518,682 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Alyeska Master Fund, LP, which, if exercised would represent 4.17% of the Percent of Class B Ordinary Shares. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P., the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P., and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601. |
| (13) | Does not include 333,333 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Gluonfield Holdings Limited, which, if exercised would represent 2.68% of the Percent of Class B Ordinary Shares. Grigori Fishman, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Fishman may be deemed to be the beneficial owner of such shares. Mr. Fishman, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 3rd Floor Genesis Building, Genesis Close George Town, PO Box 492, Grand Cayman. |
| (14) | Does not include 333,333 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by V3 Holding Limited, which, if exercised would represent 2.68% of the Percent of Class B Ordinary Shares. Valerijs Vavilovs, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Vavilovs may be deemed to be the beneficial owner of such shares. Mr. Vavilovs, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands. |
| (15) | Does not include 144,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anson Investments Master Fund LP, which, if exercised would represent 1.16% of the percent of Class B Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of the Selling Securityholder, hold voting and dispositive power over the Class B Ordinary Shares held by Anson. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. and may be deemed to be the beneficial owners of such shares, however, Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Class B Ordinary Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands |
18
| (16) | Does not include 44,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anson East Master Fund LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of the Selling Securityholder, hold voting and dispositive power over the Class B Ordinary Shares held by the Selling Securityholder. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. and may be deemed to be the beneficial owners of such shares, however, Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Class B Ordinary Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| (17) | Does not include 33,333 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anson Opportunities Master Fund LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of the Selling Securityholder, hold voting and dispositive power over the Class B Ordinary Shares held by the Selling Securityholder. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. and may be deemed to be the beneficial owners of such shares, however, Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Class B Ordinary Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| (18) | Does not include 221,517 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Black Lines Holdings Limited, which, if exercised would represent 1.78% of the Percent of Class B Ordinary Shares. Shaik Zayed Suroor Mohammad Khalifa Alnehayan, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Shaik Zayed Suroor Mohammad Khalifa Alnehayan may be deemed to be the beneficial owner of such shares. Shaik Zayed Suroor Mohammad Khalifa Alnehayan , however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is C/O Equus Corporate, Office 2909 BC 9, Floor 29, Tamouh Tower, Al Reem Island, Abu Dhabi, UAE. |
| (19) | Does not include 103,174 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Meshflow SOL II LLC, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Bartosz Lipinski, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Lipinski may be deemed to be the beneficial owner of such shares. Mr. Lipinski, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 406 N Sangamon 3rd Floor, Chicago Il 60642. |
| (20) | Does not include 41,269 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Bartosz Lipinski, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (21) | Consists of 66,666 Class B Ordinary Shares held by Brookdale Global Opportunity Fund (“BGO”) and (ii) 44,444 Class B Ordinary held by Brookdale International Partners, L.P. (“BIP”). Does not include (i) 66,666 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held by BGO, and (ii) and 44,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held by BIP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Andrew Weiss is the Manager of WAM GP LLC, which is the general partner of Weiss Asset Management LP, the investment manager of BGO and BIP. WAM GP LLC is also the Manager of BIP GP LLC, the general partner of BIP. Mr. Weiss has voting and dispositive power with respect to the securities held by BGO and BIP. Mr. Weiss, WAM GP LLC, Weiss Asset Management LP and BIP GP LLC each disclaim beneficial ownership of the shares held by BGO and BIP, except to the extent of their respective pecuniary interests therein. The business address of the foregoing entities is c/o Weiss Asset Management, 222 Berkeley Street, 16th Floor, Boston, MA 02116. |
| (22) | Does not include 111,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Phiton Ventures, LLC, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Philippe Bekhazi is the Chief Executive Officer of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Bekhazi may be deemed to be the beneficial owner of such shares. Mr. Bekhazi, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 2955 NE 7th Ave Miami FL 33137. |
19
| (23) | Does not include 111,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Off the Chain LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Brian Estes, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Estes may be deemed to be the beneficial owner of such shares. Mr. Estes, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 10337 Los Feliz Dr., Orlando, FL 32836. |
| (24) | Does not include 111,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Quantstamp Holdings Bermuda Ltd, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Richard Ma, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ma may be deemed to be the beneficial owner of such shares. Mr. Ma, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda. |
| (25) | Does not include 111,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Arrington XRP Capital Fund, LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. J. Michael Arrington is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Arrington may be deemed to be the beneficial owner of such shares. Mr. Arrington, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 382 NE 191st St, Suite 52895, Miami, FL 33179-3899. |
| (26) | Does not include 88,888 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by OGTM Holdings LLC, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Matthew Cheng- Yu Liu, is the Managing Member of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Liu may be deemed to be the beneficial owner of such shares. Mr. Liu, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4525 Dean Martin DR. 2600, Las Vegas, NV 89103. |
| (27) | Does not include 11,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Origin Capital Partners Limited, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Matthew Cheng- Yu Liu, is the Directo of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Liu may be deemed to be the beneficial owner of such shares. Mr. Liu, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Craigmuir Chambers, Road Town Tortola, VG 1110, British Virgin Islands. |
| (28) | Does not include 63,438 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Coinfund Liquid Opportunities LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Seth Ginns, is the Managing Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ginnsmay be deemed to be the beneficial owner of such shares. Mr. Ginns, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 5 Bryant Park Suite 1003, New York, NY 10018. |
| (29) | Does not include 7,248 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Series F Liquid Opportunities LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Seth Ginns, is the Managing Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ginns may be deemed to be the beneficial owner of such shares. Mr. Ginns, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 5 Bryant Park Suite 1003, New York, NY 1001. |
20
| (30) | Does not include 7,091 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Series G Liquid Opportunities LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Seth Ginns, is the Managing Parter of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ginns may be deemed to be the beneficial owner of such shares. Mr. Ginns, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 5 Bryant Park Suite 1003, New York, NY 10018. |
| (31) | Includes 61,111 Class B Ordinary Shares. Does not include 61,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Schonfeld Global Master Fund L.P., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Ran Tolkin, CEO and CIO of Schonfeld Strategic Advisors LLC, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Tolkin may be deemed to be the beneficial owner of such shares. Mr. Tolkin, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 590 Madison Avenue, 23rd Floor, New York, NY 10022. |
| (32) | Does not include 61,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Borderless Multi-Strategy Fund V LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. David Garcia, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Garcia may be deemed to be the beneficial owner of such shares. Mr. Garcia, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4290 South Highway 27 Suite 201 Space 3 Clermont, FL 34711. |
| (33) | Does not include 44,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Payward, Inc., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. The Board of Directors of Payward, Inc., is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder and such voting and investment control is exercised jointly by majority action. Accordingly, no individual member of the Board of Directors of Payward, Inc. may be deemed to be the beneficial owner of such shares held by the Selling Securityholder. The address of the Selling Securityholder is 1603 Capitol Ave, Suite 517B Cheyenne, WY 82001. |
| (34) | Does not include 44,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Disrupt Investments Limited, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Muhammad Aaqib Gadit, Umair Gadit and Uzair Gadit, are the control persons of the Selling Securityholder, have voting and investment control of the shares held by the Selling Securityholder. Each of, Muhammad Aaqib Gadit, Umair Gadit, and Uzair Gadit may be deemed to be the beneficial owner of such shares. Muhammad Aaqib Gadit, Umair Gadit, and Uzair Gadit, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Unit 16, Level 15, The Gate, East, Dubai International Financial Centre Dubai, United Arab Emirates. |
| (35) | Does not include 33,333 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Eleven Eleven Algo Ci Ltd, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Arul Murugan, is the Managing Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Murugan may be deemed to be the beneficial owner of such shares. Mr. Murugan, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 1151 S Alhambra Circle Coral Gables, FL 33146. |
21
| (36) | Does not include 17,908 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by CL Advisors - DVII LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Sebastian Evans, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Evans may be deemed to be the beneficial owner of such shares. Mr. Evans, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 333 Bush Street, 4th Floor, San Francisco, CA 94104 . |
| (37) | Does not include 13,218 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by CL Advisors - DIII LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Sebastian Evans, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Evans may be deemed to be the beneficial owner of such shares. Mr. Evans, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 333 Bush Street, 4th Floor, San Francisco, CA 94104 . |
| (38) | Does not include 25,761 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anagram Ltd., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Joseph Eagan and Lily Yuan-Li Liu, are the control persons of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Eagan and Ms. Yuan-Li Liu may be deemed to be the beneficial owner of such shares. Mr. Eagan and Ms. Yuan-Li Liu, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 10 Market Street, Unit #2462, Camana Bay, Cayman Islands KY19006 . |
| (39) | Does not include 22,222 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Paper Group Special Opportunities 2 Inc., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Danish Chaudhry, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Chaudhry may be deemed to be the beneficial owner of such shares. Mr. Chaudhry, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is P.O. Box 71 C/O Craigmuir Chambers Road Town, Tortola VG 1110. |
| (40) | Does not include 22,222 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Funicular Funds, LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Jacob Ma-Weaver, is the Managing Member of the General Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ma-Weaver may be deemed to be the beneficial owner of such shares. Mr. Ma-Weaver, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 601 California Street, Suite 1151, San Francisco, CA 94108. |
| (41) | Consists of (i) 1,340,646 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. Does not include 17,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Ron Sade, which, if exercised would represent 5.79% of the Percent of Class B Ordinary Shares. |
| (42) | Consists of (i) 1,336,868 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. Does not include 13,333 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Keren Kalima Maimon, which, if exercised would represent 5.76% of the Percent of Class B Ordinary Shares. |
| (43) | Does not include 22,222 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Stanislav Oskin, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
22
| (44) | Does not include 5,555 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Dylan Zanker, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (45) | Does not include 5,555 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Relayer Capital Master Fund Ltd., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Austin Barack, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Barack may be deemed to be the beneficial owner of such shares. Mr. Barack, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, KY1-1002, Cayman Islands. |
| (46) | Does not include 2,222 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Eyal Ashur, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (47) | Consists of (i) 179,119 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. Does not include 5,556 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Guy Hirsch, which, if exercised would represent 1.08% of the Percent of Class B Ordinary Shares. |
| (48) | Consists of (i) 172,867 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. |
| (49) | Consists of (i) 345,741 Class B Ordinary Shares, (ii) 111,111 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants; and (iii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. |
| (50) | Consists of (i) 1,481 Class B Ordinary Shares and (ii) 148 Class B Ordinary Shares underlying warrants. Mark Nawacki, is the President of the Selling Securityholder, has voting and investment control over the shares held by the Selling Securityholder, Mr. Nawacki, however, disclaims any beneficia ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Via G. DE MARCO N. 31 PAUPISI - BN -ITALY. |
| (51) | Consists of (i) 370 Class B Ordinary Shares and (ii) 37 Class B Ordinary Shares underlying warrants. Michael Ward, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Pacific Premier Trust Cust IRA FBO Micael Verne Ward may be deemed to be the beneficial owner of such shares. Michael Ward, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is PO Box 981012, Boston, MA 02298. |
| (52) | Consists of (i) 740 Class B Ordinary Shares and (ii) 74 Class B Ordinary Shares underlying warrants. Howard Rubin, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Rubin may be deemed to be the beneficial owner of such shares. Mr. Rubin, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 23 Lotus Street, Cedarhurst, NY 11516 |
| (53) | Consists of (i) 1,481 Class B Ordinary Shares and (ii) 148 Class B Ordinary Shares underlying warrants. Gary Simon is the Managing Member of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Simon may be deemed to be the beneficial owner of such shares. Mr. Simon, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 23 Lotus Street, Cedarhurst, NY 11516. |
23
| (54) | Consists of (i) 281 Class B Ordinary Shares and (ii) 148 Class B Ordinary Shares underlying warrants. |
| (55) | Consists of (i) 359 Class B Ordinary Shares and (ii) 35 Class B Ordinary Shares underlying warrants. |
| (56) | Consists of (i) 370 Class B Ordinary Shares and (ii) 37 Class B Ordinary Shares underlying warrants. |
| (57) | Consists of (i) 350 Class B Ordinary Shares and (ii) 37 Class B Ordinary Shares underlying warrants. |
| (58) | Consists of (i) 444 Class B Ordinary Shares and (ii) 44 Class B Ordinary Shares underlying warrants. |
| (59) | Consists of (i) 933 Class B Ordinary Shares and (ii) 93 Class B Ordinary Shares underlying warrants. |
| (60) | Consists of (i) 100 Class B Ordinary Shares and (ii) 57 Class B Ordinary Shares underlying warrants. |
| (61) | Consists of (i) 622 Class B Ordinary Shares and (ii) 62 Class B Ordinary Shares underlying warrants. |
| (62) | Consists of (i) 696 Class B Ordinary Shares and (ii) 69 Class B Ordinary Shares underlying warrants. |
| (63) | Consists of (i) 518 Class B Ordinary Shares and (ii) 51 Class B Ordinary Shares underlying warrants. |
| (64) | Consists of (i) 296 Class B Ordinary Shares and (ii) 29 Class B Ordinary Shares underlying warrants. |
| (65) | Does not include 2,222 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Carlton Fiorentino, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (66) | Does not include 44,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Greg Blatt, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (67) | Does not include 4,444 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Jordan Siberry, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (68) | Does not include 555 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Patrick Loney, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (69) | Does not include 555 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Patrick Murck, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (70) | Does not include 11,111 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Sonny Singh, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (71) | Does not include 4,500 Class B Ordinary Shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Robert Chalmers Revocable Trust, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. |
| (72) | Consists of 7,888 Class B Ordinary Shares. Daniel J. McClory, the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. McClory may be deemed to be the beneficial owner of such shares. Mr. McClory, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 6 Venture Suite 395, Irvine, CA 92618. Mr. McClory is an executive Director of the Company. |
| (73) | Consists of 10,000 Class B Ordinary Shares. Daniel J. McClory, the Managing Member of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 318 N. Carson Street, Suite 208, Carson City, NV 8970. Mr. McClory is an executive Director of the Company. |
| (74) | Consists of 77,500 Class B Ordinary Shares. Mr. McClory is an executive Director of the Company. |
| (75) | Consists of 50,033 Class B Ordinary Shares. Daniel J. McClory, the President of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 6525 Gunpark Drive, Suite 370-103, Boulder, CO 80301. Mr. McClory is an executive Director of the Company. |
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Each Selling Securityholder and any of their pledgees, donees, transferees, assignees, and other successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the Securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchase of securities to be made directly or through agents. The Selling Securityholders and any permitted transferees may sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions. A Selling Securityholder may use any one or more of the following methods when selling securities:
| ● | through brokers or dealers (who may act as agent or principal and who may receive compensation in the form of discounts, concessions or commissions from such Selling Securityholder, the purchaser or such other persons who may be effecting such sales, which discounts, concessions or commissions as to any particular broker or dealer may be in excess of those customary to the types of transactions involved) for resale to the public or to institutional investors at various times; |
| ● | through negotiated transactions, including, but not limited to, block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | through purchases by a broker or dealer as principal and resale by that broker or dealer for its account; |
| ● | on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices; |
| ● | in privately negotiated transactions other than exchange or quotation service transactions; |
| ● | short sales, purchases or sales of put, call or other types of options, forward delivery contracts, swaps, offerings of structured equity-linked securities or other derivative transactions or securities; |
| ● | hedging transactions, including, but not limited to: |
| ● | transactions with a broker-dealer or its affiliate, whereby the broker-dealer or its affiliate will engage in short sales of shares and may use shares held by such Selling Securityholder to close out its short position; | |
| ● | options or other types of transactions that require the delivery of shares to a broker-dealer or an affiliate thereof, who will then resell or transfer the shares; or | |
| ● | loans or pledges of shares to a broker-dealer or an affiliate, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares; | |
| ● | through offerings of securities exercisable, convertible or exchangeable for shares, including, without limitation, securities issued by trusts, investment companies or other entities; |
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| ● | offerings directly to one or more purchasers, including institutional investors; | |
| ● | through ordinary brokerage transactions and transactions in which a broker solicits purchasers; |
| ● | through distribution to the security holders of the Selling Securityholder; |
| ● | by pledge to secure debts and other obligations; |
| ● | through a combination of any such methods of sale; or |
| ● | through any other method permitted under applicable law. |
The Selling Securityholders may also sell securities under Rule 144 under the Securities Act (“Rule 144”) or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
In addition, a Selling Securityholder that is an entity may elect to make an in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.
The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus. Upon being notified by the Selling Securityholders that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Securityholder.
Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
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The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We are required to pay certain fees and expenses incurred by the Company incident to the registration of the Securities. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The Company shall not be responsible for any of the Selling Securityholders’ selling costs incurred pursuant to any available method provided hereunder for selling securities.
With respect to the PIPE Pre-Funded Warrant Shares, PIPE Common Warrants, PIPE Warrant Shares, Strategic Advisor Warrants, and Strategic Advisor Warrant Shares (other than the Strategic Advisor Warrant Shares issued upon the exercise of the WPA Investor Warrants), we are obligated to maintain the effectiveness of this registration statement until such Securities (i) have been sold, hereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. With respect to the McClory Shares and the Strategic Advisor Warrant Shares that were issued upon exercise of the WPA Investor Warrants, we are obligated to maintain the effectiveness of this registration statement until the earlier of the date (i) such Securities have been sold or (ii) that is two years from the closing date of the PIPE Offering. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Class B Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Class B Ordinary Shares by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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The validity of the issuance of the Class B Ordinary Shares covered by this prospectus, PIPE Common Warrants and Strategic Advisor Warrants, the Legacy Warrant Shares, the PIPE Shares, the McClory Shares, and certain other legal matters as to Irish law will be passed upon for us by Arthur Cox LLP, Dublin, Ireland. Certain other legal matters relating to U.S. federal law and the laws of the State of New York will be passed upon for us by Paul Hastings LLP who may also rely upon Arthur Cox LLP with respect to matters governed by Irish law.
The audited consolidated financial statements as of December 31, 2025 and 2024 and related notes incorporated herein by reference from the 2025 Annual Report, have been audited by Reliant CPA PC, an independent registered public accounting firm, as stated in its report, which is incorporated by reference and has been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is registering the securities that may be offered and sold hereunder. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are required to file reports and other information with the SEC pursuant to the Exchange Act, including annual reports on Form 20-F and reports on Form 6-K.
The SEC maintains a website that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The address of the website is www.sec.gov. The information on our website (https://solmate.com), other than our SEC filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with it into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the information contained in the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act, except for information “furnished” to the SEC which is not deemed filed and not incorporated by reference into this prospectus (unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement:
| ● | the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on May 15, 2026, as amended by the Amendment No. 1 to the Annual Report on Form 20-F, filed with the SEC on June 22, 2026; |
| ● | the Company’s Reports on Form 6-K furnished to the SEC on January 2, 2026, January 23, 2026, February 9, 2026, February 13, 2026, March 10, 2026, March 24, 2026, April 7, 2026, April 20, 2026, April 24, 2026, April 27, 2026, April 28, 2026, April 29, 2026, May 4, 2026, May 6, 2026, May 12, 2026, May 21, 2026, May 26, 2026, May 27, 2026, May 27, 2026, May 29, 2026, June 1, 2026, June 2, 2026, June 26, 2026, July 13, 2026 and August 4, 2026; and |
| ● | the description of the Company’s Class B Ordinary Shares contained in the Company’s Registration Statement on Form 8-A (File No. 001-41606) filed with the SEC on January 26, 2023, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
We also incorporate by reference any future annual reports on Form 20-F we file with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of securities by means of this prospectus, and any future reports of foreign private issuer on Form 6-K we furnish with the SEC during such period that are identified in such reports as being incorporated by reference in this prospectus.
Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any documents incorporated by reference have been modified or superseded. Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.
We will provide without charge to any person (including any beneficial owner) to whom this prospectus is delivered, upon oral or written request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits to those documents unless a document states that one of its exhibits is incorporated into the document itself). Such request should be directed to: Brera Holdings PLC, Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland, and telephone number +353 1 237 3700.
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BRERA HOLDINGS PLC
PIPE Common Warrants to Purchase up to 6,666,648 Class B Ordinary Shares
6,666,648 Class B Ordinary Shares Underlying PIPE Common Warrants
Strategic Advisor Pre-Funded Warrants to Purchase up to 333,331 Class B Ordinary Shares
333,331 Class B Ordinary Shares Underlying Strategic Advisor Pre-Funded Warrants
Strategic Advisor Common Warrants 1 to Purchase up to 166,663 Class B Ordinary Shares
166,663 Class B Ordinary Shares Underlying Strategic Advisor Common Warrants 1
1,069 Class B Ordinary Shares Underlying Warrants
6,776,069 Class B Ordinary Shares
PRELIMINARY PROSPECTUS
, 2026
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Indemnification of Directors and Officers.
To the fullest extent permitted by Irish law, our constitution (which will be substantially in the form attached as Exhibit 3.1 to this registration statement) will confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Act, which prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Act will be void under Irish law, whether contained in its constitution or any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are not directors or other persons who would not be considered “officers” within the meaning of that term under the Irish Companies Act. Our constitution will also contain indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 9. Exhibits.
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| * | Filed herewith | |
| ** | Previously filed |
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Item 10. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, |
provided, however, that subsections (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
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| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offer made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in an offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
| (d) | The undersigned registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, FL on August 21, 2026.
| BRERA HOLDINGS PLC | ||
| By: | /s/ Ron Sade | |
| Ron Sade | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ron Sade and Erez Simha, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Ron Sade | Chief Executive Officer (Principal Executive Officer) and Director | August 21, 2026 | ||
| Ron Sade | ||||
| /s/ Asel Mukhamejarova | Chief Financial Officer (Principal Financial and Accounting Officer) | August 21, 2026 | ||
| Asel Mukhamejarova | ||||
| /s/ Alyazi Saeed Almheiri | Director | August 21, 2026 | ||
| Alyazi Saeed Almheiri | ||||
| /s/ Erez Simha | Director | August 21, 2026 | ||
| Erez Simha | ||||
| /s/ Tariq Salem Alsaman Alnuaimi | Director | August 21, 2026 | ||
| Tariq Salem Alsaman Alnuaimi | ||||
| /s/ Keren Maimon | Director | August 21, 2026 | ||
| Keren Maimon | ||||
| /s/ Rafia Abdulla Mohamed Saeed AlMulla | Director | August 21, 2026 | ||
| Rafia Abdulla Mohamed Saeed AlMulla |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this registration statement on Form F-3 in New York, NY on August 21, 2026.
| U.S. Authorized Representative | |||
| By: | Cogency Global Inc. | ||
| /s/ Colleen A. De Vries | |||
| Name: | Colleen A. De Vries | ||
| Title: | Senior Vice-President on behalf of Cogency Global Inc. | ||
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Exhibit 3.1
Appendix A
COMPANIES ACT, 2014
PUBLIC COMPANY LIMITED BY SHARES
CONSTITUTION
OF
BRERA HOLDINGS PUBLIC LIMITED COMPANY
Incorporated on 30 June 2022
COMPANIES ACT, 2014
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
BRERA HOLDINGS PUBLIC LIMITED COMPANY
| 1. | Company Name |
The name of the Company is Brera Holdings Public Limited Company
| 2. | Company Type |
The Company is a public limited company for the purposes of Part 17 of the Companies Act 2014.
| 3. | The objects for which the Company is established are: |
| 3.1 | To carry on the business of purchasing, acquiring, holding, collecting, discounting, entering into, negotiating, managing, selling, disposing of, financing and otherwise trading, lending, borrowing, hypothecating, entering into options or other derivatives with respect to, or dealing directly or indirectly in any form of cryptocurrency and digital or electronic assets of whatsoever nature including lending, borrowing, hypothecating and transactions in derivatives thereof (“Digital Assets”) and any proceeds arising therefrom or in relation thereto and any participation or interest (whether legal or equitable) therein and any certificates of participation or interest (whether legal or equitable) therein and any agreements in connection therewith. |
| 3.2 | To carry on the business of the ownership or participation in exchanges or other platforms for trading or dealing in Digital Assets, their derivatives, or offering infrastructure, liquidity, market making, lending, borrowing or related services for third parties in relation thereto. |
| 3.3 | To promote the practice and play of football and other athletic sports, games and exercise of every description, and other sports, recreation, amusements or entertainments, and to buy, sell, exchange or hire, all articles, implements, fixtures, furniture, apparatus and things used in the playing or practice of such games or pursuits, and any other implements or things used or required therefor, or for the promotion of the objects of the Company, including prizes to be given in any competition or competitions promoted by the Company, and for that purpose to establish, engage, and maintain, teams of football and other players whether composed of amateur or professional players, or partly of one and partly of the other. |
| 3.4 | To acquire and take over as a going concern the assets contracts and liabilities of football clubs including but not limited to Brera FC. |
| 3.5 | To carry on the business of a holding company and to co–ordinate the administration, finances and activities of any subsidiary companies associated companies, to do all lawful acts and things whatever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on in all its branches the business of a management services company, to act as managers and to direct or coordinate the management of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed expedient by the Company’s board of directors and to exercise its powers as a member or shareholder of other companies. |
| 3.6 | To arrange, conduct, promote, organise, stage, advertise and publicise football matches, tournaments, exhibitions and meetings of all kinds, and join in and promote competitions for challenge cups or other similar competitions for the purposes of the Company or for the benefit of charities or other like objects. |
| 3.7 | To acquire and hold controlling and other interests in the share or loan capital of any company or companies and to coordinate the administration, finances and activities of any subsidiary companies or associated companies, to do all lawful acts and things whatsoever that are necessary or convenient in carrying on the business of such a holding company and in particular to carry on, in all its branches, the business of a management services company, to act as managers and to direct or coordinate the management and operation of other companies or of the business, property and estates of any company or person and to undertake and carry out all such services in connection therewith as may be deemed necessary or appropriate by the Company’s board of directors. |
| 3.8 | To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights. |
| 3.9 | To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges. |
| 3.10 | To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of the Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit the Company. |
| 3.11 | To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others. |
| 3.12 | To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company. |
| 3.13 | To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith. |
| 3.14 | To lend money to such persons or companies either with or without security and upon such terms as may seem expedient. |
| 3.15 | To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing. |
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| 3.16 | To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company's property, present or future, including its uncalled capital. |
| 3.17 | To adopt such means of making known the Company and its products and services as may seem expedient. |
| 3.18 | To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges. |
| 3.19 | To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company. |
| 3.20 | To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind. |
| 3.21 | To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company's holding company as defined by section 8 of the Companies Act 2014, or another subsidiary as defined by section 7 of the Companies Act 2014 of the Company's holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein. |
| 3.22 | To amalgamate with any other company. |
| 3.23 | To apply for, purchase, hold, exploit, deal in, dispose or otherwise acquire any patents, brevets d'invention, licences, trade marks, copyright, franchise, technology, intellectual property right and knowhow and the like, whether by means of licensing, sub-licensing, distribution, research and development or similar arrangement or agreement, conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired. |
| 3.24 | To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company. |
| 3.25 | To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members. |
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| 3.26 | To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company. |
| 3.27 | To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing any of the shares in the Company's capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business. |
| 3.28 | To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments. |
| 3.29 | To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise. |
| 3.30 | To procure the Company to be registered or recognised in any country or place. |
| 3.31 | To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company's business and safeguarding the same. |
| 3.32 | To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others. |
| 3.33 | To distribute any of the property of the Company in specie among the members. |
| 3.34 | To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them. |
NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph.
NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.
| 4. | Liability of Members |
The liability of the members is limited.
| 5. | Share Capital |
The authorised share capital of the Company is $501,750,000 divided into 500,000 class A ordinary shares with a nominal value of $0.50 each, 1,002,500,000 class B ordinary shares with a nominal value of $0.50 each, 50,000,000 preferred shares with a nominal value of $0.005 each.
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COMPANIES ACT 2014
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
BRERA HOLDINGS PUBLIC LIMITED COMPANY
PRELIMINARY
| 1. | The provisions of the Act which are stated therein to apply to a public limited company will apply to the Company subject to the alterations contained in these Articles, and will, so far as not inconsistent with these Articles, bind the Company and its members. |
| 2. | In these Articles the following expressions shall have the following meanings: |
“Act” means the Companies Act 2014;
“Acts” means the Act and all statutes and statutory instruments which are to be read as one with, or construed or read together with or are one with the Act and every statutory modification and re-enactment thereof for the time in force;
“A Shares” means the class A ordinary shares of nominal value $0.50 each in the capital of the Company;
“A Share(s) Transfer” means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in an A Share, whether or not for value and whether voluntary or involuntary or by operation of law. An A Share Transfer shall also include, without limitation, a transfer of an A Share to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control over an A Share by proxy or otherwise; provided, however, that the following shall not be considered an A Share Transfer:
| (a) | the granting of a proxy to officers or directors of the Company at the request or approval of the Board in connection with actions to be taken at an annual or special meeting of members or by written consent of members; |
| (b) | the transfer of one or more A Shares by (i) gift or pursuant to a domestic relations order from a holder of an A Share to such holder’s Privileged Relation or (ii) to a trust or trusts for the exclusive benefit of such holder or his Privileged Relation for no consideration; |
| (c) | the transfer of one or more A Shares effected pursuant to the holder’s will or the laws of intestate succession; |
| (d) | as to any holder that is a trust established for the exclusive benefit of a prior holder of such A Shares or such prior holder’s Privileged Relation, the transfer of one or more A Shares to the prior holder or such prior holder’s Privileged Relation for no consideration; |
| (e) | the granting of a repurchase right to the Company pursuant to an agreement wherein the Company has the right or option to purchase or to repurchase A Shares provided, however, that the Company's purchase or repurchase of such A Shares pursuant to the exercise of such right or option shall constitute an A Share Transfer; or |
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| (f) | upon the request of the transferor, any transfer approved by a majority of the disinterested members of the Board, even though the disinterested directors may be less than a quorum, or if there are not any disinterested members on the Board, the entire Board; |
“Automatic Conversion Event” means an event wherein one or more A Shares automatically convert into five or more B Shares pursuant to Article 3;
“B Shares” means the class B ordinary shares of nominal value $0.50 each in the capital of the Company;
“Board” means the board of directors for the time being of the Company;
“Clear Days” means in relation to the period of notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Committee” means a committee established by the directors which may consist in whole or in part of members of the Board; Company means Brera Holdings Public Limited Company;
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise;
“Director” means a director for the time being of the Company or a director present at a meeting of the Board and includes any person occupying the position of director by whatever name called, and directors means all of such persons;
“Electronic communication” has the meaning given to such expression in section 2 of the Electronic Commerce Act, 2000;
“Holder” means in relation to any Share, the member whose name is entered in the Register as the holder of the Share;
“Intermediary” has the meaning given to that term in Section 1110A of the Act;
“Ireland” means Ireland excluding Northern Ireland;
“Preferred Shares” means the preferred shares of nominal value $0.005 each in the capital of the Company;
“Privileged Relation” means in relation to an individual, such person’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother, sister, nephew or niece, of such person or such person’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent of any lineal descendant or antecedent, brother, sister, nephew or niece of such person, or his or her spouse or Spousal Equivalent, whether or not any of the above are adopted;
“The register” means the register of members to be kept as required by the Act and registered address means the address of a member as entered in the register;
“Spousal Equivalent” means any two natural persons if the relevant person and the related party are registered as “domestic partners” or the equivalent thereof under the laws of their state of residence or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely;
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“The seal” means the common seal of the Company; and
“Voting Control” means the power (whether exclusive or shared) to vote or direct the voting of A Shares by proxy, voting agreement or otherwise.
| 2.1 | Unless the contrary is clearly stated, references to the Act or to any other enactment (including any subordinate legislation) or any section or provision thereof shall mean the Act or such enactment, subordinate legislation, section or provision (as the case may be), as the same may be consolidated, amended, extended, modified, supplemented or re-enacted (whether before or after the date hereof) from time to time and may be for the time being in force. |
| 2.2 | Unless specifically defined in this Constitution or the context otherwise requires, words or expressions contained in this Constitution and specifically defined herein shall bear the same meanings as in the Act, but excluding any statutory modification thereof not in force when this Constitution became binding on the Company and the members. |
| 2.3 | Reference to any document includes that document as amended or supplemented from time to time. |
| 2.4 | Unless the context otherwise requires, expressions in this Constitution referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and to writing in electronic form and any other modes of representing or reproducing words in a visible form, and expressions in this Constitution referring to execution of any document shall include any mode of execution whether under seal or under hand. |
| 2.5 | Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations. |
| 2.6 | Headings are inserted for convenience only and do not affect the construction or interpretation of this Constitution. |
Unless the context otherwise requires, reference to Articles and to paragraphs in these Articles are to the Articles, and paragraphs of the Articles, of this Constitution.
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SHARE CAPITAL AND VARIATION OF RIGHTS
| 3. | Share Capital, Variation of Rights And Migration; |
The authorised share capital of the Company is $501,750,000 divided into 500,000 class A ordinary shares with a nominal value of $0.50 each, 1,002,500,000 class B ordinary shares with a nominal value of $0.50 each, 50,000,000 preferred shares with a nominal value of $0.005 each.
| 3.1 | Rights attaching to A Shares |
| (a) | The A Shares shall rank pari passu with each other in all respects and shall, subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting and the authority of the Board and chairperson of the meeting to maintain order and security, |
(i) include the right to attend any general meeting of the Company and to vote on the basis set out in Article 3.1.2 below; (ii) include the right to participate pro rata in all dividends declared by the Company; and (iii) include the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.
| (b) | Each holder of A Shares shall be entitled to ten (10) votes for each A Share held as of the applicable date on any matter that is submitted to a vote or for the consent of members of the Company. |
| (c) | Each A Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Company, and without the payment of additional consideration by the holder thereof, into five (5) fully paid B Shares. In the event that a holder of A Shares elects to convert such shares into B Shares, the conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the A Shares to be converted. |
| (d) | On the occurrence of an A Share Transfer, each A Share the subject of such transfer shall automatically, without any further action, convert into five (5) fully paid and non-assessable B Shares; provided, however, that if a holder of A Shares transfers any A Shares to another holder of A Shares, then such A Share Transfer will not constitute an Automatic Conversion Event. In the event of an Automatic Conversion Event, such conversion shall be deemed to have been made at the time that the Transfer of such shares occurred. |
| (e) | The rights attaching to the A Shares may be subject to the terms of issue of any series or class of Preferred Shares allotted by the Directors from time to time in accordance with Article 6.7. |
| 3.2 | Conversion Mechanism for A Shares |
| (a) | Before any holder of A Shares shall be entitled to convert A Shares into B Shares, the holder shall either (1) surrender the certificate or certificates therefor, duly endorsed, at the office of the Company; (2) notify the Company that such certificates have been lost, stolen or destroyed and execute an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates, and shall give written notice to the Company at its registered office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for B Shares are to be issued; provided, however, that on the date of an Automatic Conversion Event, the outstanding A Shares subject to such Automatic Conversion Event shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Company; provided further, however, that the Company shall not be obligated to issue certificates evidencing the B Shares issuable upon such Automatic Conversion Event unless either the certificates evidencing such A Shares are delivered to the Company as provided above, or the holder notifies the Company that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. |
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| (b) | On the date of a conversion pursuant to this Article 3.2, all rights of the holder of the A Shares shall cease and the holder or holders in whose name the certificate or certificates representing the B Shares are to be issued shall be treated for all purposes as having become the record holder of such B Shares, notwithstanding that the certificates representing such A Shares shall not have been surrendered at the registered office of the Company, that notice from the Company shall not have been received by any holder of record of A Shares, or that the certificates evidencing such B Shares shall not then be actually delivered to such holder. |
| (c) | In the event of a conversion pursuant to, and in accordance with the terms of, this Article 3.2, the Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of A Shares, or to the nominee of such holder, a certificate for the number of B Shares to which such holder shall be entitled. |
| (d) | The Company may, from time to time, establish such policies and procedures relating to the conversion of A Shares to B Shares, including the issuance of share certificates with respect thereto, as it may deem necessary or advisable, and may request that holders of A Shares furnish affidavits or other proof to the Company as it deems necessary to verify the ownership of A Shares and to confirm that a conversion to B Shares has not occurred, provided, however, that such policies and procedures shall not inhibit the ability of a holder to convert such A Shares to B Shares. A determination by the Secretary of the Company that an Automatic Conversion Event has occurred shall be conclusive. |
| (e) | In the event that any A Shares shall be converted pursuant to this Article 3.2, the A Shares so converted shall be cancelled and shall not be re-issuable by the Company. |
| (f) | The Company shall procure that at all times there are sufficient unissued B Shares available to provide for the conversion of A Shares into B Shares in accordance with this Article 3.2. Where any A Share remains capable of converting into a B Share, the Company shall not consolidate or sub-divide the A Shares unless, at the same time, it also consolidates or sub-divides the B Shares to the extent possible. |
| 3.3 | Rights attaching to B Shares |
| (a) | The B Shares shall rank pari passu with each other in all respects and shall, subject to the right of the Company to set record dates for the purposes of determining the identity of members entitled to notice of and/or to vote at a general meeting and the authority of the Board and chairperson of the meeting to maintain order and security, |
(i) include the right to attend any general meeting of the Company and to vote on the basis set out in 3.3.2 below; (ii) include the right to participate pro rata in all dividends declared by the Company; and (iii) include the right, in the event of the Company’s winding up, to participate pro rata in the total assets of the Company.
| (b) | Each holder of B Shares shall be entitled to one (1) vote for each B Share held as of the applicable date on any matter that is submitted to a vote or for the consent of members of the Company. |
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| (c) | The rights attaching to the B Shares may be subject to the terms of issue of any series or class of Preferred Shares allotted by the Directors from time to time in accordance with Article 6.7. |
| 3.4 | Class Voting of A and B Shares and Other Rights of A and B Shares |
| (a) | Except as otherwise provided herein or by applicable law, the holder of A Shares and B Shares shall at all times vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of members of the Company. |
| (b) | Except as expressly provided in this Article 3, A Shares and B Shares shall rank pari passu with each other and have the same rights and preferences. |
COMPANY SEAL
| 4. | Without prejudice to the provisions of the Act in relation to the use of the seal of a company, any registered person authorised by the Board in accordance with the applicable provisions of the Act will be entitled to use the seal of the Company and may sign or countersign an instrument to which the seal is affixed, and an alternate who is not also a director will also be entitled to sign or countersign an instrument to which the seal is affixed, as if he were the director who appointed him. |
OFFICIAL SEAL
| 5. | The Company may have for use in any place abroad an official seal which shall resemble the seal of the Company with the addition on its face of the name of every place abroad where it is to be used. |
ALLOTMENT OF SHARES
| 6. |
| 6.1 | Subject to the provisions of these Articles relating to new shares, the shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Act) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders, but so that no share shall be issues at a discount save in accordance with the Act, and so that, in the case of shares offered to the public for subscription, the amount payable on application on each such share shall not be less than one-quarter of the nominal amount of the share and the whole of any premium thereon. To the extent permitted by the Act, shares may also be allotted by a committee of the Directors or by any other person where such committee or person is so authorised by the Directors. |
| 6.2 | Subject to any requirement to obtain the approval of shareholders under any laws, regulations or the rules of any stock exchange on which any ordinary shares are admitted to trading, the Directors may grant from time to time options or awards to purchase or subscribe for any number of shares of any class or classes or of any series of any class and other securities or ownership interests of the Company any person, including Directors and other persons in the service or employment of the Company or any subsidiary or associate company of the Company, on such terms and subject to such conditions as may be approved from time to time by the Directors or by any committee thereof appointed by the Directors for the purpose of such approval and to cause warrants or other appropriate instruments evidencing such options to be issued. |
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| 6.3 | The Directors are hereby generally and unconditionally authorised pursuant to Section 1021 of the Act, in substitution for all existing such authorities, to exercise all powers of the Company to allot relevant securities (within the meaning of Section 1021 of the Act) provided that such power shall be limited to the allotment of relevant securities up to the amount of the Company’s authorised but unissued share capital and to allot and issue any shares acquired by or on behalf of the Company pursuant to the provisions of Chapter 6 of Part 3 of the Act and held as treasury shares. Unless renewed, or a longer period of time is allowed under applicable law, this authority shall expire on 14th September 2030, save that the Company may before such expiry date make an offer or agreement which would or might require relevant securities to be allotted after such authority has expired and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired. |
| 6.4 | The Directors are empowered pursuant to Section 1022 and Section 1023(3) of the Act, in substitution for all existing such authorities, to allot equity securities (within the meaning of Section 1023 of the Act) for cash pursuant to the authority conferred by Article 6.3 above as if Section 1022(1) of the Act, did not apply to any such allotment such power being limited to the allotment of equity securities (including, without limitation, any shares purchased by the Company pursuant to the provisions of the Act and held as treasury shares) up to an amount equal to the aggregate nominal value of the authorised but unissued share capital of the Company from time to time. The authority hereby conferred shall expire on 14th September 2030, save that the Company may before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such authority has expired and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the power hereby conferred had not expired. The authority hereby conferred may be renewed, revoked or varied by special resolution of the Company. |
| 6.5 | The directors or any duly authorised committee thereof may execute and do all such documents, acts and things as in their opinion are necessary or desirable in order to give effect to the authority conferred by this Article. |
| 6.6 | For the purposes of this Article, shares includes a right to subscribe for shares or to convert securities into shares and securities has the meaning given to such term in Section 64(1) of the Act. |
Preferred Shares
| 6.7 | The Board is empowered to cause the Preferred Shares to be issued from time to time as shares of one or more series of Preferred Shares, and in the resolution or resolutions providing for the issue of Preferred Shares of each particular series, before issuance, the Board is expressly authorised to fix: |
| (a) | the distinctive designation of such series and the number of shares which shall constitute such series, which number may be increased (except as otherwise provided by the Board in creating such series) or decreased (but not below the number of shares thereof then in issue) from time to time by resolution of the Board; |
| (b) | the rate of dividends payable on shares of such series, if any, whether or not and upon what conditions dividends on shares of such series shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate and the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of share capital; |
| (c) | the terms, if any, on which shares of such series may be redeemed, including without limitation, the redemption price or prices for such series, which may consist of a redemption price or scale of redemption prices applicable only to redemption in connection with a sinking fund (which term as used herein shall include any fund or requirement for the periodic purchase or redemption of shares), and the same or a different redemption price or scale of redemption prices applicable to any other redemption; |
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| (d) | the terms and amount of any sinking fund provided for the purchase or redemption of shares of such series; |
| (e) | the amount or amounts which shall be paid to the holders of shares of such series in case of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; |
| (f) | the terms, if any, upon which the holders of shares of such series may convert shares thereof into shares of any other class or classes or of any one or more series of the same class or of another class or classes; |
| (g) | the voting rights, full or limited, if any, of the shares of such series; and whether or not and under what conditions the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a single class, for the election of one or more additional Directors in case of dividend arrears or other specified events, or upon other matters; |
| (h) | whether or not the holders of shares of such series, as such, shall have any pre-emptive or preferential rights to subscribe for or purchase shares of any class or series of shares of the Company, now or hereafter authorised, or any securities convertible into, or warrants or other evidences of optional rights to purchase or subscribe for, shares of any class or series of the Company, now or hereafter authorised; |
| (i) | the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends, or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, any other class or classes of shares ranking junior to the shares of such series either as to dividends or upon liquidation, dissolution or winding up; |
| (j) | the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issuance of any additional shares (including additional shares of such series or of any other class) ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets upon liquidation; and |
| (k) | such other rights, preferences and limitations as may be permitted to be fixed by the Board of the Company under the laws of Ireland as in effect at the time of the creation of such series. |
| (l) | The Board is authorised to change the designations, rights, preferences and limitations of any series of Preferred Shares theretofore established, no shares of which have been issued. |
| (m) | The rights conferred upon the member of any pre-existing shares in the share capital of the Company shall be deemed not to be varied by the creation, issue and allotment of Preferred Shares in accordance with these Articles. |
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VARIATION OF RIGHTS ATTACHING TO SHARES
| 7. |
| 7.1 | Without prejudice to the authority conferred on the directors pursuant to Article 6.7 to issue Preferred Shares in the capital of the Company, if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied or abrogated with the consent in writing of the holders of 75% in nominal value of the issued shares in that class, or pursuant to a Special Resolution passed at a separate general meeting of the holders of the shares of that class. All the provisions of these Articles relating to meetings of the Company shall apply mutatis mutandis to every separate general meeting of the holders of any class of shares in the Company. |
| 7.2 | The redemption or purchase of Preferred Shares or any class or series of Preferred Shares shall not constitute a variation of rights of the holders of Preferred Shares. |
| 7.3 | The issue, redemption or purchase of any of the Preferred Shares shall not constitute a variation of the rights of the holders of A Shares or Shares. |
| 7.4 | The issue of Preferred Shares or any class or series of Preferred Shares which rank pari passu with, or junior to, any existing Preferred Shares or class of Preferred Shares shall not constitute a variation of the existing Preferred Shares or class of Preferred Shares. |
| 7.5 | The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu or subordinate thereto or by a purchase, redemption by the Company of its own shares. |
LIEN
| 8. |
| 8.1 | The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable not) payable at a fixed time or called in respect of that share. The Directors, at any time, may declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to all moneys payable in respect of it. |
| 8.2 | The Company may sell in such manner as the Directors determine any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the share may be sold, has been given to the Holder of the share or to the person entitled to it by reason of the death or bankruptcy of the Holder. |
| 8.3 | To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the share sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the share comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. |
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| 8.4 | The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) shall be paid to the person entitled to the shares at the date of the sale. |
CALLS ON SHARES
| 9. |
| 9.1 | Subject to the terms of allotment, the Directors may make calls upon the members in respect of any moneys unpaid on their shares, including shares where the conditions of allotment provide for payment at fixed times, and each member (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. |
| 9.2 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. |
| 9.3 | The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. |
| 9.4 | If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Act) but the Directors may waive payment of the interest wholly or in part. |
| 9.5 | An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or as an instalment of a call, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call. |
| 9.6 | Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the Holders in the amounts and times of payment of calls on their shares. |
| 9.7 | The Directors, if they think fit, may receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) fifteen percent per annum, as may be agreed upon between the Directors and the member paying such sum in advance. |
| 9.8 |
| (a) | If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter and during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued. |
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| (b) | The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. |
| (c) | If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before forfeiture. The Directors may accept a surrender of any share liable to be forfeited hereunder. |
| (d) | On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the member sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. |
| 9.9 | A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the share to that person. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and thereupon he shall be registered as the Holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. |
| 9.10 | A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, without any deduction or allowance for the value of the shares at the time of forfeiture but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. |
| 9.11 | A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. |
| 9.12 | The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. |
| 9.13 | The Directors may accept the surrender of any share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it has been forfeited. |
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TRANSFER OF SHARES
| 10. |
| 10.1 | The instrument of transfer of any share may be executed for and on behalf of the transferor by the Secretary, an Assistant Secretary or any such person that the Secretary or an Assistant Secretary nominates for that purpose (whether in respect of specific transfers or pursuant to a general standing authorisation), and the Secretary, Assistant Secretary or the relevant nominee shall be deemed to have been irrevocably appointed agent for the transferor of such share or shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such share or shares all such transfers of shares held by the members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of shares agreed to be transferred, the date of the agreement to transfer shares and the price per share, shall, once executed by the transferor or the Secretary, Assistant Secretary or the relevant nominee as agent for the transferor, and by the transferee where required by the Act, be deemed to be a proper instrument of transfer for the purposes of the Act. The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine. |
| 10.2 | The Company, at its absolute discretion, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of shares on behalf of the transferee of such shares of the Company. If stamp duty resulting from the transfer of shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those shares and (iii) claim a first and permanent lien on the shares on which stamp duty has been paid by the Company or its subsidiary for the amount of stamp duty paid. The Company’s lien shall extend to all dividends paid on those shares. |
| 10.3 | Notwithstanding the provisions of these Articles and subject to any provision of the Act, title to any shares in the Company may also be evidenced and transferred without a written instrument in accordance with the Act or any regulations made thereunder. The Directors shall have power to permit any class of shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these Articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations. |
| 10.4 | The Directors in their absolute discretion and without assigning any reason therefor may decline to register: |
| (a) | any transfer of a share which is not fully paid; or |
| (b) | any transfer to or by a minor or person of unsound mind; |
but this shall not apply to a transfer of such a share resulting from a sale of the share through a stock exchange on which the share is listed.
| 10.5 | The directors may, in their absolute discretion, and without giving any reason for doing so, decline to register any transfer of any share unless: |
| (a) | the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; and the instrument of transfer is in respect of one class of share only. |
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| 10.6 | Section 95(1) of the Act shall not apply to any transfers made pursuant to this Article 10. |
| 10.7 | The Directors may from time to time fix a record date for the purposes of determining the rights of members to notice of and/or to vote at general meeting of the Company. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Directors, and the record date shall be not more than eighty nor less than ten days before the date of such meeting. If no record date is fixed by the Directors, the record date for determining members entitled to notice of or to vote at a meeting of the members shall be the close of business on the day next preceding the day on which notice is given. Unless the Directors determine otherwise, the determination of those members of record entitled to notice of or to vote at a meeting of members shall apply also to any adjournment or postponement of the meeting. |
| 10.8 | In order that the Directors may determine the members entitled to receive payment of any dividend or other distribution or allotment of any rights or the members entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 nor less than ten days prior to such action. If no record date is fixed, the record date for determining members for such purpose shall be at the close of business on the day on which the Directors adopt the resolution relating thereto. |
ACQUISITION OF OWN SHARES
| 11. |
| 11.1 | Subject to Article 11.2, all ordinary shares allotted by the Company shall be deemed to be redeemable shares on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company (including any agent or broker acting on behalf of the Company) and any person (who may or may not be a shareholder) pursuant to which the Company acquires or will acquire ordinary shares, or any interest in ordinary shares, from the relevant person save for an acquisition for nil consideration pursuant to section 102(1) of the Act. In these circumstances, the acquisition of such shares by the Company, save where acquired for nil consideration in accordance with the Act, shall constitute the redemption of a redeemable share in accordance with Chapter 6 of Part 3 of the Act. No resolution, whether special or otherwise, shall be required to be passed to deem any ordinary share a redeemable share. |
| 11.2 | If an ordinary share is listed on a securities market, a regulated market or another market recognised for the purposes of section 1072 of the within the meaning of the Act, the provisions of Article 11.1 shall apply unless the Board resolves, prior to the existence or creation of any relevant arrangement, that the arrangement concerned is to be treated as a purchase of shares pursuant to Article 11.3.3 in which case the arrangement shall be so executed. |
| 11.3 | Subject to the provisions of Chapter 6 of Part 3 and Chapter 5 of Part 17 of the Act and any provisions expressly provided otherwise in this Constitution or by the terms of issue in respect of any particular shares or class of shares, the Company may: |
| (a) | pursuant to section 66(4) of the Act, issue any shares (whether preferred or otherwise) of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the shareholder on such terms and in such manner as may be determined by the Company in general meeting (by special resolution) on the recommendation of the Board. No resolution, whether special or otherwise, shall be required to deem any share a redeemable share; |
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| (b) | redeem shares (whether preferred shares or otherwise) of the Company on such terms as may be contained in or determined pursuant to the provisions of these Articles. Subject as aforesaid, the Company may cancel any such shares so redeemed or may hold them as treasury shares (as defined in section 106(1) of the Act) and re-issue such treasury shares as shares of any class or classes, or cancel them. |
| (c) | Subject to or in accordance with the provisions of the Act and without prejudice to any special rights attached to any class of shares, pursuant to sections 105 and Chapter 5 of Part 17 of the Act, purchase any of its own shares (whether preferred or otherwise and including any redeemable shares and without any obligation to purchase on any pro rata basis as between shareholders or shareholders of the same class) and may cancel any such shares so purchased or hold them as treasury shares (as defined by section 106(1) of the Act) and may re-issue any such shares as shares of any class or classes or cancel them. |
| (d) | Pursuant to section 83(3) of the Act, convert any of its shares into redeemable shares provided that the total number of shares which shall be redeemable pursuant to this authority shall not exceed the limit in section 1071(1)(b) of the Act. No resolution of the shareholders, whether special or otherwise, shall be required to be passed to convert any of the Company’s shares into redeemable shares. |
| 11.4 | The Company may make a payment in respect of the purchase or redemption of its own shares in any manner permitted by the Act. |
| 11.5 | The holder of the shares being purchased or redeemed shall be bound to deliver up to the Company the certificate(s) if any thereof for cancellation and thereupon the Company shall pay to him or her the purchase or redemption monies or consideration in respect thereof. |
ALTERATION OF SHARE CAPITAL
| 12. | Increase of Capital |
| 12.1 | The Company from time to time by ordinary resolution may increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. |
| 12.2 | Subject to the provisions of the Act and these Articles, the new shares shall be issued to such persons, upon such terms and conditions with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors shall determine and in particular such shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special, or without any, right of voting. |
| 12.3 | Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new shares shall be considered part of the pre-existing ordinary capital and shall be subject to the provisions herein contained with reference to calls and instalments, transfer and transmission, forfeiture, lien and otherwise. |
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| 13. | Consolidation, Sub-Division and Cancellation of Capital |
The Company may by ordinary resolution (save where the Directors resolve otherwise):
| 13.1 | consolidate and divide all or any of its share capital into shares of a larger nominal value than the existing shares; |
| 13.2 | subdivide the shares, or any of them, into shares of a smaller nominal value, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; |
| 13.3 | cancel any Shares which, at the date of the passing of the relevant ordinary resolution have not been taken or agreed to be taken by any person and reduce the amount of the Company's authorised share capital by the amount of the Shares so cancelled; |
| 13.4 | increase the nominal value of any of the shares by the addition to them of any undenominated capital; |
| 13.5 | reduce the nominal value of any of the shares by the deduction from them of any part of that value, subject to the crediting of the amount of the deduction to undenominated capital, other than the share premium account; |
| 13.6 | convert any undenominated capital into shares for allotment as bonus shares to holders of existing shares; and/or |
| 13.7 | subject to applicable law, change the currency denomination of its share capital. |
| 14. | Subject to the provisions of the Act, the Company may: |
| 14.1 | by special resolution change its name, alter or add to the memorandum of association with respect to any objects, powers or other matters specified therein or alter or add to these Articles; |
| 14.2 | by special resolution reduce its company capital (including its share capital and any capital redemption reserve or share premium account) in any way it thinks expedient and, without prejudice to the generality of the foregoing, may |
| (a) | extinguish or reduce the liability on any of its shares in respect of share capital not paid up; |
| (b) | either with or without extinguishing or reducing liability on any of its shares, cancel any paid up company capital which is lost or unrepresented by available assets; and |
| (c) | either with or without extinguishing or reducing liability on any of its shares, pay off any paid up company capital which is in excess of the wants of the Company, |
and in relation to such reductions, the Company may by special resolution determine the terms upon which the reduction is to be effected, including in the case of a reduction of part only of any class of shares, those shares to be affected; and
| 14.3 | by resolution of the Directors change the location of its Office. |
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DIRECTORS
| 15. | Number of Directors |
| 15.1 | Unless otherwise determined by the Company in General Meeting the number of Directors shall not be more than fourteen nor less than two. The continuing Directors may act notwithstanding any vacancy in their body, provided that, and subject as provided in these Articles, if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If there be no Director or Directors able or willing to act then any Member may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Act and these Articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting and he shall not retire by rotation at such meeting or be taken into account in determining the Directors who are to retire by rotation at such meeting. |
| 15.2 | A Director is not required to hold shares in the Company. A Director (whether or not a member of the Company) shall be entitled to attend and speak at general meetings. |
| 16. | Remuneration of Directors |
| 16.1 | The remuneration to be paid to the Directors shall be at such rate and basis as the Directors shall determine from time to time. The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly of the other. The amount, rate or basis of the fees, remuneration or expenses paid or to be paid to the Directors shall not require the approval of or ratification by the Company in general meeting. |
| 16.2 | The Board may approve additional remuneration to any Director undertaking any special work or services for, or undertaking any special task on behalf of the Company including participating as a member of a committee, in addition to his ordinary work as a Director. Any remuneration or fees paid to a Director who is also a legal adviser to the Company or otherwise serves the Company in a professional capacity shall be in addition to any remuneration or fees paid to him as a Director of the Company. |
| 17. | Powers of Directors |
| 17.1 | The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these Articles and to the provisions of the Act. |
| 17.2 | Subject to the Act, the Directors may exercise all the powers of the Company to borrow or raise money, and to mortgage or charge its undertaking, property, assets and uncalled capital or any part thereof and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount. |
| 17.3 | The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. |
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| 17.4 | The Directors shall cause minutes to be made in books provided for the purpose of: |
| (a) | all appointments of officers made by the Directors; |
| (b) | the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and |
| (c) | all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors. |
| 18. | Appointment of Directors |
| 18.1 | At every Annual General Meeting of the Company all of the Directors shall retire from office unless re-elected by ordinary resolution at the annual general meeting. A Director retiring at a meeting shall retain office until the close or adjournment of the meeting. |
| 18.2 | If, before the expiration of his or her term of office, a Director should be replaced for whatever reason, the term of office of the newly elected member of the Board shall expire at the end of the term of office of his or her predecessor. |
| 18.3 | A retiring Director shall be eligible for re-election. |
| 18.4 | The Company, at the meeting at which a Director retires in manner aforesaid, may fill the vacated office by electing a person thereto, and in default the retiring Director shall, if offering himself for re-election. be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such Director has been put to the meeting and lost. |
| 18.5 | No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director at any general meeting unless not less than seven days before the day appointed for the meeting there shall have been left at the office notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by that person of his willingness to be elected. |
| 18.6 | The Company may from time to time by Ordinary Resolution increase or reduce the number of Directors. |
| 18.7 | The Directors shall have power at any time and from time to time to appoint any person who is willing to act to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles. Any Director so appointed shall, unless the appointment is subsequently approved or ratified by ordinary resolution prior to the next following annual general meeting, hold office only until the next following annual general meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof. |
| 18.8 | Subject as provided in these Articles, the Company by ordinary resolution may appoint a person to be a Director, either to fill a vacancy or as an additional Director. |
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| 19. | Vacation of Office of Director |
| 19.1 | The office of a Director shall, in addition to the circumstances in which it shall be vacated described in Section 148(1) of the Act (bankruptcy and disqualification), also be vacated automatically if the Director dies in office, or if the Director: |
| (a) | becomes subject to a declaration of restriction made pursuant to Chapter 3 of Part 14 of the Act; or |
| (b) | is sentenced to a term of imprisonment following conviction of any indictable offence, unless the term of imprisonment is suspended, such that he is not imprisoned in respect of the offence; or |
| (c) | is absent for more than six consecutive months without the permission of the Directors from meetings of the Directors or any committee thereof held during that period and his alternate Director (if any) shall not have attended any such meetings in his place during such period, and his co-Directors resolve that, by reason of such absence, he has vacated his office; or |
| (d) | is removed from office by notice in writing served upon him signed by a majority of his co-Directors (any such removal being deemed to be an act of the Company); or |
| (e) | is no longer reasonably regarded by his co-Directors as possessing an adequate decision- making capacity for reasons of health, and a majority of his co-Directors have accordingly resolved that his office be vacated on this ground; |
| (f) | resigns his office by notice in writing to the Company; or |
| (g) | makes any arrangement or composition in Ireland or elsewhere with his creditors generally, and his co-Directors resolve, for that reason, that his office be vacated. |
| 19.2 | The provisions of paragraphs 19.1.1 to 19.1.7 of this Article shall apply to the exclusion of the provisions of Section 148(2) of the Act. |
| 19.3 | The Company may by Ordinary Resolution, which extended notice has been given in accordance with Section 146 of the Act, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company. |
| 19.4 | The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office under Article 19.3 and without prejudice to the powers of the Directors under Article 18.7 the Company in general meeting may appoint any person to be a Director either to fill a casual vacancy or as an additional Director. A person appointed in place of a Director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director. |
| 20. | Alternate Directors |
| 20.1 | Any Director (the appointer) may at any time and from time to time appoint by notice in writing to the Company any person (including another Director) to be his alternate, provided always that no such appointment of a person other than a Director as an alternate will be effective unless and until such appointment is approved by resolution of the Directors. |
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| 20.2 | A person may act as an alternate for more than one Director and while he is so acting will be entitled to a separate vote for each Director he is representing and, if he is himself a Director, his vote or votes as an alternate will be in addition to his own vote. |
| 20.3 | An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a Director or is the alternate of more than one Director he will only be counted once for such purpose. |
| 20.4 | An alternate will be entitled, subject to his giving to the Company an address to receive notice of all meetings of the Directors and of all meetings of committees of which his appointer is a member, to receive notice of and attend and vote at any meeting of the Directors (or of a committee of which his appointer is a member) at which the appointer is not personally present. An alternate shall not be entitled to be remunerated or paid fees otherwise than out of the remuneration or fees as the case may be paid to the appointer. |
| 20.5 | The alternate will be entitled, in the absence of the appointer, to exercise all the powers, rights, duties and authorities of the appointer as a Director (other than the right to appoint an alternate hereunder). |
| 20.6 | An alternate's appointment will automatically come to an end if for any reason the appointer ceases to be a Director, but if a Director retires but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate made by him which was in force immediately prior to his retirement will continue after his re-appointment. Section 165(5) and (6) of the Act in relation to revocation of appointment shall apply. |
| 21. | Proceedings of Directors |
| 21.1 | The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they may think fit. The quorum necessary for the transaction of the business of the Directors shall be a majority of the Directors in office at the time when the meeting is convened. Questions arising at any meeting shall be decided by a majority of votes. Each Director present and voting shall have one vote. |
| 21.2 | Where there is an equality of votes, the Chairman shall not have a second or casting vote. |
| 21.3 | Any Director may participate in a meeting of the Directors by means of telephonic or other such communication whereby all persons participating in the meeting can hear each other speak, and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting and any Director may be situated in any part of the world for any such meeting. |
| 21.4 | The Chairman or a majority of the Directors may, and the Secretary on the requisition of the Chairman or a majority of the Directors shall, at any time summon a meeting of the Directors. Any provision of an enactment permitting the Secretary to summon a meeting of the Directors on the requisition of a Director acting alone shall not apply to the Company. |
| 21.5 | The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the minimum number of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose. |
| 21.6 | The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office. Any Director may be elected no matter by whom he was appointed but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting. |
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| 21.7 | The Board may from time to time designate committees of the Board, with such powers and duties as the Board may decide to confer on such committees (including the power to subdelegate), and shall, for those committees and any others provided for herein, elect a Director or Directors to serve as the member or members, designating, if it desires, other Directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committees. |
| 21.8 | A committee may elect a chairman of its meeting. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. |
| 21.9 | All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. |
| 21.10 | Notwithstanding anything in these Articles or in the Act which might be construed as providing to the contrary, notice of every meeting of the Directors shall be given to all Directors either by mail not less than 48 hours before the date of the meeting, by telephone, email, or any other electronic means on not less than 24 hours’ notice, or on such shorter notice as person or persons calling such meeting may deem necessary or appropriate and which is reasonable in the circumstances. Any Director may waive any notice required to be given under these Articles, and the attendance of a Director at a meeting shall be deemed to be a waiver by such Director. |
| 21.11 | A resolution or other document in writing (in electronic form or otherwise) signed (whether by electronic signature, advanced electronic signature or otherwise as approved by the Directors) by (a) all of the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors or (b) a majority of the Directors where notice in accordance with Article 21.10 of the resolution or other document in writing has been given to all Directors entitled to receive notice of a meeting of Directors or of a committee of Directors, shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held, and may consist of several documents in the like form each signed by one or more Directors, and such resolution or other document or documents when duly signed may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission, electronic mail or some other similar means of transmitting the contents of documents. |
| 22. | Offices and Remuneration of Directors |
| 22.1 | Subject to the other provisions of these Articles, the Directors may from time to time appoint one or more of themselves to be chief executive officer or any other category of executive director (by whatever name called) for such period, and on such terms as to remuneration or otherwise, as they think fit and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. The Directors may entrust to and confer upon any Director so appointed any of the powers exercisable by them upon such terms and conditions and with such restrictions (if any) as they may think fit, and either concurrently with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any conferral of such powers. |
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| 22.2 | The appointment of any Director to the office of chairperson or chief executive shall determine automatically if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of services between him and the Company. |
| 22.3 | A Director may hold any other office or place of profit under the Company (except that of statutory auditor) in conjunction with his office of Director, and may act in a professional capacity to the Company, on such terms as to remuneration and otherwise as the Directors shall approve. |
| 23. | Voting by Directors |
| 23.1 | A Director or shadow director of the Company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall comply with the provisions of section 231 of the Act with regard to the disclosure of such interest by declaration or notice in accordance with and subject to the provisions of the said section 231. Subject to compliance with the foregoing, a director may vote in respect of any contract, appointment or arrangement in which he is interested, and he shall be counted in the quorum present at any meeting at which such matters are considered. Any such director shall not thereby be deemed to be in breach of his duty under Section 1113 of the Act. Subject to the provisions of the Act and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:- |
| (a) | may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary thereof or in which the Company or any subsidiary thereof is otherwise interested; |
| (b) | may be a director or other officer of, or employed by or provide services to or have an interest in any service provider or contractual counterparty to the Company from time to time; |
| (c) | may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or Associated Company thereof is otherwise interested; and |
| (d) | shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |
| 23.2 | No Director or intending Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other Company in which any Director shall be in any way interested be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit or benefit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established. For the avoidance of doubt a Director shall be entitled to vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly or together with any person or persons connected with him, an interest, provided he has disclosed the nature of that interest to his fellow Directors prior to such vote and the Director will be counted in the quorum present at the meeting at which such vote takes place. |
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| 23.3 | A Director is expressly permitted (for the purposes of section 228(1)(d) of the Act) to use the Company's property pursuant to or in connection with: the exercise or performance of his duties, functions and powers as Director or employee; the terms of any contract of service or employment or letter of appointment; and, or in the alternative, any other usage authorised by the Directors (or a person authorised by the Directors) from time to time; and including in each case for a Director's own benefit or for the benefit of another person. |
| 23.4 | Nothing in section 228(1)(e) of the Act shall restrict a Director from entering into any commitment which has been approved by the Board or has been approved pursuant to such authority as may be delegated by the Board in accordance with these Articles. It shall be the duty of each Director to obtain the prior approval of the Board, before entering into any commitment permitted by sections 228(1)(e)(ii) and 228(2) of the Act. |
| 23.5 | A Director who has been validly appointed or nominated for appointment by a particular member or members may (i) be a director or other officer of, employed by or otherwise interested (including by the holding of shares) in, any such member or members, or of any body corporate owned or controlled by any such member or members, and (ii) have regard to the interests of that member or members, and shall not be deemed to have a conflict of interest or to be in breach of his duty under Section 228(1)(f) of the Act in any such circumstances. |
| 24. | Directors’ Resolutions in Writing |
| 24.1 | Notwithstanding the provisions of Section 161(1) of the Act, a resolution in writing signed by each Director or by his alternate will be as valid as if it had been passed at a meeting of the Directors duly convened and held. |
| 24.2 | A resolution in writing signed by each member of a committee (or, in the case of a Director, his alternate) will be as valid as if it had been passed at a meeting of that committee duly convened and held. |
| 24.3 | Any such resolution as is referred to in this Article may consist of one document or two or more documents in like form to the same effect, each signed by one or more of the signatories, and for all purposes shall take effect from the time that it is signed by the last such signatory. |
GENERAL MEETINGS
| 25. | General Meetings |
| 25.1 | The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next. This Article shall not apply in the case of the first general meeting, in respect of which the Company shall convene the meeting within the time periods required by the Act. |
| 25.2 | Subject to the Act, all general meetings of the Company may be held outside of Ireland, provided that the Company shall at its own expense make all necessary arrangements to ensure that members can, by technological means, participate in any such meeting without leaving Ireland. |
| 25.3 | All general meetings other than annual general meetings shall be called extraordinary general meetings. |
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| 25.4 | The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided in the Act. Where any enactment confers rights on the members of a company to convene a general meeting and expresses such rights to apply save where a company’s articles of association or constitution provides otherwise, including, but not limited to, section 178(2) of the Act, such rights shall not apply to the members of the Company. |
| 25.5 | A Director shall be entitled, notwithstanding that he is not a member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company. |
| 26. | Notice of General Meetings |
| 26.1 | Subject to the provisions of the Act allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting for the passing of a Special Resolution shall be called by not more than 60 Clear Days’ notice and not less than 21 Clear Days’ notice and all other extraordinary general meetings shall be called by not less than 14 Clear Days’ notice. |
| 26.2 | Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a member of the Company. It shall also give particulars of any Directors who are to retire at the meeting and of any persons who are recommended by the Directors for appointment or re-appointment as Directors at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re¬appointment as Directors at the meeting. Provided that the latter requirement shall only apply where the intention to propose the person has been received by the Company in accordance with the provisions of these Articles. Subject to any restrictions imposed on any shares, the notice of the meeting shall be given to all the members of the Company as of the record date set by the Directors and to the Directors and the statutory auditors. |
| 26.3 | The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting. |
| 26.4 | Where, by any provision contained in the Act, notice of a greater length than that required by Article 26.1 is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than 28 days (or such period as the Act permit) before the meeting at which it is moved, and the Company shall give to the members notice of any such resolution as required by and in accordance with the provisions of the Act. |
| 27. | Proceedings at General Meetings |
| 27.1 | Without prejudice to the powers of the directors to include on the agenda of any annual general meeting of the Company such other matters as they may, in their absolute discretion, think fit, the business of the annual general meeting of the Company shall include: |
| (a) | Declaring a dividend; |
| (b) | the consideration of the Company's statutory financial statements and the report of the directors and the report of the statutory auditors on those statements; |
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| (c) | the review by the members of the Company's affairs; |
| (d) | the appointment or re-appointment of statutory auditors and the authorisation of the Directors to fix the remuneration of the statutory auditors; |
| (e) | the election of Directors in place of those retiring; and |
| (f) | the review of the members of the Company’s affairs (to the extent required by the Act). |
| 27.2 | At any annual general meeting, only such nominations of persons for election to the Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual general meeting, and proposals of other business to be properly brought before an annual meeting, nominations and proposals of other business must be: (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly made at the annual general meeting, by or at the direction of the Board or (c) otherwise properly requested to be brought before the annual general meeting by a member of the Company in accordance with these Articles. For nominations of persons for election to the Board or proposals of other business to be properly requested by a member to be made at an annual general meeting, a member must (i) be a member at the time of giving of notice of such annual general meeting by or at the direction of the Board and at the time of the annual general meeting, (ii) be entitled to vote at such annual general meeting and (iii) comply with the procedures set forth in these Articles as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a member to make nominations or other business proposals (other than matters properly brought under the applicable rules of any stock exchange to which the Company’s shares are admitted to trading and included in the Company’s notice of meeting) before an annual general meeting of members. |
| 27.3 | At any extraordinary general meeting of the members, only such business shall be conducted or considered, as shall have been properly brought before the meeting pursuant to the Company’s notice of meeting. To be properly brought before an extraordinary general meeting, proposals of business must be (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the extraordinary general meeting, by or at the direction of the Board, or (c) otherwise properly brought before the meeting by any members of the Company pursuant to the valid exercise of power granted to them under the Act. |
| 27.4 | No shareholder shall be entitled to propose any person to be appointed, elected or re-elected as Director at any extraordinary general meeting. |
| 27.5 | Except as otherwise provided by the Act, the memorandum of association or these Articles, the Chairman of any general meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the general meeting was made or proposed, as the case may be, in accordance with these Articles and, if any proposed nomination or other business is not in compliance with these Articles, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded. |
| 27.6 | No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Three persons entitled to attend and to vote upon the business to be transacted, each being a member or a proxy for a member, shall constitute a quorum. Abstentions and broker non-votes will be regarded as present for the purposes of establishing the presence of a quorum. |
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| 27.7 | Any general meeting duly called at which a quorum is not present shall be adjourned and the Company shall provide notice pursuant to Article 26.4 in the event that such meeting is to be reconvened. |
| 27.8 | The Chairman, if any, of the Board shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting. |
| 27.9 | If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting. |
| 27.10 | The Chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place without notice other than by announcement of the time and place of the adjourned meeting by the Chairman of the meeting. The Chairman of the meeting may at any time without the consent of the meeting adjourn the meeting to another time and/or place if, in his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed by the Board. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. |
| 27.11 | At any general meeting a resolution put to the vote of the meeting shall be decided by poll. |
| 27.12 | A poll shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. |
| 27.13 | Unless the Directors otherwise determine, no member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of shares in the Company, either in person or by proxy, or to exercise any privilege as a member in respect of any share held by him unless all monies then payable by him in respect of that share have been paid. |
| 28. | Advance Notice of Member Business and Nominations |
| 28.1 | Without qualification or limitation, subject to Article 28.11, for any nominations or any other business to be properly brought before an annual general meeting by a member pursuant to Article 27.2, the member must have given timely notice thereof (including, in the case of nominations, the completed and signed questionnaire, representation and agreement required by Article 28.12), and timely updates and supplements thereof, in writing to the Secretary, and such other business must otherwise be a proper matter for member action. |
| 28.2 | To be timely, a member’s notice for any nominations or any other business to be properly brought before an annual general meeting by a member pursuant to Article 28.1, shall be delivered to the Secretary at the Office by close of business on that day that is not less than 120 days prior to the first anniversary of the day of release to shareholders of the Company’s proxy statement, issued pursuant to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading, in respect of the preceding year’s annual general meeting; provided, however, that in the event that the date of the annual general meeting is changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, notice by the member must be so delivered by close of business on the day that is not less than the later of (a) 150 days prior to the day of the contemplated annual general meeting or (b) ten days after the day on which public announcement of the date of the contemplated annual general meeting is first made by the Company; provided, further, that with respect to the first annual general meeting of the Company, notice by the member must be so delivered by close of business on the day that is not less than ten days after the day on which public announcement of the date of such meeting is first made by the Company. In no event shall any adjournment or postponement of an annual general meeting, or the public announcement thereof, commence a new time period for the giving of a member’s notice as described above. |
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| 28.3 | Notwithstanding anything in Article 28.12 to the contrary, in the event that the number of directors to be elected to the Board is increased by the Board, and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board at least 130 days prior to the first anniversary of the day of release to shareholders of the Company’s proxy statement issued pursuant to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading in respect of the preceding year’s annual general meeting, a member’s notice required by Articles 28.1– 28.4 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the Office not later than the close of business on the day that is ten days after the day on which such public announcement is first made by the Company. |
| 28.4 | In addition, to be considered timely, a member’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the Office not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof. |
| 28.5 | Subject to Article 28.11, in the event the Company calls an extraordinary general meeting of members for the purpose of electing one or more directors to the Board, any member may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Company’s notice of meeting, provided that the member gives timely notice thereof (including the completed and signed questionnaire, representation and agreement required by Article 28.12), and timely updates and supplements thereof, in writing, to the Secretary. |
| 28.6 | To be timely, a member’s notice for any nomination to be properly brought before such an extraordinary general meeting shall be delivered to the Secretary at the Office by close of business on the day that is not less than 120 days prior to the date of such extraordinary general meeting or, if the first public announcement of the date of such extraordinary general meeting is less than 130 days prior to the date of such extraordinary general meeting, by close of business on the day that is ten days after the day on which public announcement of the date of the extraordinary general meeting and of the nominees proposed by the Board to be elected at such meeting is first made by the Company. In no event shall any adjournment or postponement of an extraordinary general meeting, or the public announcement thereof, commence a new time period for the giving of a member’s notice as described above. |
| 28.7 | In addition, to be considered timely, a member’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the Office not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, any adjournment or postponement thereof in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof. |
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| 28.8 | To be in proper form, a member’s notice (whether given pursuant to Articles 28.1– 28.4 or Articles 28.5– 28.7) to the Secretary must include the following, as applicable: |
| (a) | As to the member giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a member’s notice must set forth: (i) the name and address of such member, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (ii) (A) the class or series and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such member, such beneficial owner and their respective affiliates or associates or others acting in concert therewith, (B) any option, warrant, convertible security, share appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, or any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard to whether the member, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such member, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding, or relationship pursuant to which such member has a right to vote any class or series of shares of the Company, (D) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such member, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such member with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (any of the foregoing, a “Short Interest”), (E) any rights to dividends on the shares of the Company owned beneficially by such member that are separated or separable from the underlying shares of the Company, (F) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such member is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (G) any performance-related fees (other than an asset-based fee) that such member is entitled to base on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such member’s immediate family sharing the same household, (H) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such member, and (I) any direct or indirect interest of such member in any contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (iii) any other information relating to such member and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form or proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading and the regulations promulgated thereunder. |
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| (b) | If the notice relates to any business other than a nomination of a director or directors that the member proposes to bring before the meeting, a member’s notice must, in addition to the matters set forth in Article 28.8.1 above, also set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such member and beneficial owner, if any, in such business, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such proposal or business includes a proposal to amend these Articles, the text of the proposed amendment), and (iii) a description of all agreements, arrangements and understandings between such member and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such member. |
| (c) | As to each person, if any, whom the member proposes to nominate for election or re-election to the Board, a member’s notice must, in addition to the matters set forth in Article 28.8.1 above, also set forth: (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such member and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading if the member making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant. |
| 28.9 | With respect to each person, if any, whom the member proposes to nominate for election or re-election to the Board, a member’s notice must, in addition to the matters set forth in Articles 28.8.1 and 28.8.3 above, also include a completed and signed questionnaire, representation and agreement required by Article 28.12 of these Articles. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable member’s understanding of the independence, or lack thereof, of such nominee. |
| 28.10 | Notwithstanding the provisions of these Articles, a member shall also comply with all applicable requirements of the applicable rules of any stock exchange to which the Company’s shares are admitted to trading and the rules and regulations thereunder with respect to the matters set forth in these Articles 28.1– 28.12. |
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| 28.11 | Nothing in these Articles shall be deemed to affect any rights (i) of members to request inclusion of proposals in the Company’s proxy statement pursuant to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading, (ii) of the holders of any series of preferred shares if and to the extent provided for under law, the memorandum of association or these Articles or (iii) of members of the Company to bring business before an extraordinary general meeting pursuant to the valid exercise of power granted to them under the Act. Subject to the applicable rules of any stock exchange to which the Company’s shares are admitted to trading, nothing in these Articles shall be construed to permit any member, or give any member the right, to include or have disseminated or described in the Company’s proxy statement any nomination of director or directors or any other business proposal. |
| 28.12 | Subject to the rights of members of the Company to propose nominations at an extraordinary general meeting pursuant to the valid exercise of power granted to them under the Act, to be eligible to be a nominee for election or re-election as a director of the Company, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Articles 28.1 - 28.11) to the Secretary at the Office a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Company, and will comply with all applicable corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Company publicly disclosed from time to time. |
| 29. | Votes of Members |
| 29.1 | Subject to any special rights or restrictions as to voting for the time being attached by or in accordance with these Articles to any class of shares, on a poll every member who is present in person or by proxy shall have one vote for each share of which he is the Holder. |
| 29.2 | When there are joint Holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose, seniority shall be determined by the order in which the names stand in the Register. |
| 29.3 | A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in Ireland or elsewhere) in matters concerning mental disorder, may vote by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a poll. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the Office or at such other address as is specified in accordance with these Articles for the receipt of appointments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. |
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| 29.4 | No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive. |
| 29.5 | Votes may be given either personally or by proxy. |
| 29.6 | Every member entitled to attend and vote at a general meeting may appoint a proxy or (subject to these provisions) proxies to attend, speak and vote on his behalf provided, however, that: |
| (a) | a member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to shares held in different securities accounts; and |
| (b) | a member acting as an intermediary on behalf of a client in relation to shares may appoint that client or any third party designated by that client as a proxy in relation to those shares. |
subject to such requirements and restrictions as the Directors may from time to time specify. A body corporate must sign a form of proxy under its common seal (if applicable) or under the hand of a duly authorised officer thereof. A proxy need not be a member of the Company. The appointment of a proxy in electronic or other form shall only be effective in such manner as the Directors may approve, subject to any requirements of the Act.
| 29.7 | The instrument of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, shall be received by the Company; |
| (a) | if in physical form, when deposited at the registered office of the Company or at such other place within Ireland as is specified for that purpose in the notice convening the meeting of the Company; or |
| (b) | if in electronic form, if received in accordance with Article 29.8, |
and shall be so deposited not later than before the commencement of the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, before the commencement of the taking of the poll.
| 29.8 | Without limiting the foregoing, the Directors shall facilitate appointments of a proxy to be made by means of an electronic or internet communication or facility and may in a similar manner facilitate supplements to, or amendments or revocations of, any such electronic or internet communication or facility to be made. For the avoidance of doubt, such appointments of proxy as made by electronic or internet communication or facility will be deemed to be deposited at the place specified for such purpose once received by the Company. The Directors may in addition prescribe the method of determining the time at which any such electronic or internet communication or facility is to be treated as deposited at the place specified for such purpose. The Directors may treat any such electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Holder of a share as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Holder. |
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| 29.9 | A body corporate which is a member of the Company may authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate. |
| 29.10 | An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates. |
| 29.11 | Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a member from attending and voting at the meeting or at any adjournment thereof. An appointment proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates. |
| 29.12 |
| (a) | A vote given or poll demanded in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the Company at the Office, before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which the representative acts, provided, however, that where such intimation is given in electronic form it shall have been received by the Company before the commencement of the meeting |
| (b) | The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the members forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative. |
| 30. | Class Meetings |
The quorum for general meetings of holders of a particular class of shares shall be one or more members present in person or by proxy holding not less than a majority of the issued and outstanding shares of the class entitled to vote at the meeting in question. All other provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply to every separate general meeting of the Holders of any class of shares in the capital of the Company.
| 31. | Right to Demand a Poll |
Subject to the provisions of the Act, a poll may be demanded by:
| (a) | the chairperson of the meeting; |
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| (b) | at least three members present (in person or by proxy) having the right to vote at the meeting; |
| (c) | any member or members present (in person or by proxy) and representing not less than 10 per cent of the total voting rights of all the members of the Company having the right to vote at the meeting; or |
| (d) | a member or members present (in person or by proxy) holding shares in the Company conferring the right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 10 per cent of the total sum paid up on all the shares conferring that right. |
| 32. | Restriction on Voting |
For so long as the Company holds any shares as treasury shares, or any subsidiary of the Company holds shares in the Company, then the Company or the subsidiary (as the case may be) shall not exercise any voting rights in respect of the shares.
| 33. | Unanimous Written Resolutions |
Subject to the provisions of the Act, a resolution in writing signed by all of the Members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in like form each signed by one or more persons, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act. Any such resolution shall be served on the Company.
NOTICES
| 34. | Notices |
| 34.1 | Any notice to be sent ,given, served or delivered under these Articles shall be in writing whether in electronic form or otherwise as permitted by these Articles. |
| 34.2 | Any notice or document to be sent, given, served or delivered in pursuance of these Articles, the Act or otherwise may be sent, given to, served on or delivered to any shareholder by the Company or any agent/the registrar acting on its behalf :- |
| (a) | if given personally or delivered to the member; |
| (b) | if left at the registered address of the member; |
| (c) | by sending same by the post in a pre-paid cover addressed to him at his registered address; |
| (d) | by delivering or making the same available in electronic form, whether as an electronic communication or otherwise subject to and in accordance with the provisions of these Articles; or |
| (e) | by sending the same via (i) the messaging system of a central securities depository or (ii) by email to the nominated representatives or nominated email account(s) of a central securities depository, in such manner as may be approved by the Directors. |
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| 34.3 | A notice or document given or served in a manner referred to in this paragraph shall be deemed to have been given or served as follows: |
| (a) | if given personally, when so given; |
| (b) | if left at the last-known postal address of the person, when so left at that address; |
| (c) | if posted using ordinary pre-paid post to the last-known postal address of the other person on any day other than a Friday, 48 hours after the cover containing it was posted, and if so posted on a Friday, 72 hours after it was so posted; and |
| (d) | if served on or delivered to the other person by electronic mail, 12 hours after the time it was sent; and |
| (e) | if sent in accordance with Article 34.2.5 at the time it was sent to the messaging system of the central securities depository or at the time it was sent by email to the nominated representatives of the central securities depository. |
| 34.4 | Without prejudice to any provision of the Act or of these Articles concerning the sending of notices or other documents to the Company, any notice or other document which is required to be served on or given to the Company by a member or by any other person under the Act or this Constitution shall be in writing and in the English language, and may be served on or given to the Company by giving or delivering it personally to the secretary of the Company or by posting it using ordinary pre-paid post to the registered office of the Company marked for the attention of the secretary, and will be deemed to have been served on or given to the Company; |
| (a) | if given or delivered personally, when so given or delivered; and |
| (b) | if posted in the manner described in this paragraph on any day other than a Friday, 48 hours after the cover containing it was posted, and if so posted on a Friday, 72 hours after it was so posted. |
| 34.5 | A shareholder shall automatically be deemed to have given its consent to receive any notice or information from the Company, pursuant to these Articles or otherwise, using electronic means, unless it has notified the Secretary to the contrary. |
CAPITALISATION OF PROFITS AND RESERVES
| 35. |
| 35.1 | The Directors may resolve that any sum for the time being standing to the credit of any of the Company's reserves (including any capital redemption reserve fund, undenominated capital account or share premium account) or to the credit of the profit and loss account be capitalised and applied on behalf of the shareholders who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to the sum capitalised (such shares or debentures to be allotted and distributed credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which such sum standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by the Act. |
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| 35.2 | The Directors may resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those shareholders of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions) and the Directors shall give effect to such resolution. |
| 35.3 | Whenever such a resolution is passed in pursuance of either of the two immediately preceding Articles the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provisions as they shall think fit for the case of shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the shareholders otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the shareholders concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing shares and any agreement made under such authority shall be binding on all such shareholders. |
DIVIDENDS AND RESERVES
| 36. |
| 36.1 | The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors. |
| 36.2 | The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company. |
| 36.3 | No dividend or interim dividend shall be paid otherwise than in accordance with the provisions of the Act. |
| 36.4 | The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments as the Directors may lawfully determine. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to distribute. |
| 36.5 | Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date, such share shall rank for dividend accordingly. |
| 36.6 | The Directors may deduct from any dividend payable to any member all sums of money (if any) immediately payable by him to the Company in relation to the shares of the Company. |
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| 36.7 | Any general meeting declaring a dividend or bonus and any resolution of the Directors declaring an interim dividend may direct payment of such dividend or bonus or interim dividend wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stocks of any other company or in any one or more of such ways, and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient, and in particular may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all the parties, and may vest any such specific assets in trustees as may seem expedient to the Directors. |
| 36.8 | Any dividend or other moneys payable in respect of any share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the members Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than $, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods. |
| 36.9 | No dividend shall bear interest against the Company. |
| 36.10 | If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. |
SHAREHOLDER RIGHTS PLAN
| 37. |
| 37.1 | Subject to applicable law, the Directors are hereby expressly authorised to adopt any shareholder rights plan (a “Rights Plan”), upon such terms and conditions as the Directors deem expedient and in the best interests of the Company, including, without limitation, where the Directors are of the opinion that a Rights Plan could grant them additional time to gather relevant information or pursue strategies in response to or anticipation of, or could prevent, a potential change of control of the Company or accumulation of shares in the Company or interests therein. |
| 37.2 | The Directors may exercise any power of the Company to grant rights (including approving the execution of any documents relating to the grant of such rights) to subscribe for ordinary shares or preferred shares in the share capital of the Company (“Rights”) in accordance with the terms of a Rights Plan. |
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| 37.3 | For the purposes of effecting an exchange of Rights for ordinary shares or preferred shares in the share capital of the Company (an “Exchange”), the Directors may: |
| (a) | resolve to capitalise an amount standing to the credit of the reserves of the Company (including, but not limited to, the share premium account, capital redemption reserve, any undenominated capital and profit and loss account), whether or not available for distribution, being an amount equal to the nominal value of the ordinary shares or preferred shares which are to be exchanged for the Rights; and |
| (b) | apply that sum in paying up in full ordinary shares or preferred shares and allot such shares, credited as fully paid, to those holders of Rights who are entitled to them under an Exchange effected pursuant to the terms of a Rights Plan. |
| 37.4 | The duties of the Directors to the Company under applicable law, including, but not limited to, the Act and common law, are hereby deemed amended and modified such that the adoption of a Rights Plan and any actions taken thereunder by the Directors (if so approved by the Directors) shall be deemed to constitute an action in the best interests of the Company in all circumstances, and any such action shall be deemed to be immediately confirmed, approved and ratified. |
WINDING UP
| 38. | If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively; provided that this Article shall not affect the rights of the holders of shares issued upon special terms and conditions. |
| 39. | Distribution In Specie |
If the Company is wound up, the liquidator, with the sanction of a special resolution of the Company and any other sanction required by the Act, may divide among the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and, for such purpose, may value any assets and determine how the division shall be carried out as between the members or different classes of members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no member shall be compelled to accept any assets upon which there is a liability.
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| 40. | Sale by a Liquidator |
In case of a sale by the liquidator under section 601 of the Act, the liquidator may by the contract of sale agree so as to bind all the members for the allotment to the members direct of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting members conferred by the said section.
The power of sale of the liquidator shall include a power to sell wholly or partially for debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.
INDEMNITY
| 41. | Indemnity |
| 41.1 | Subject to the provisions of the Act, every director, managing director, chief executive officer, secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him: |
| 41.2 | in defending any proceedings, whether civil or criminal, in relation to his acts or omissions while acting in such office, in which judgment is given in his favour or in which he is acquitted; or |
| 41.3 | in connection with any proceedings or application referred to in, or under, Sections 233 or 234 of the Act in which relief is granted to him by the court. |
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We, the body corporate whose name and address is subscribed, wish to be formed into a company in pursuance of this Constitution, and we agree to take the number of shares in the capital of the company set opposite our name
| Name, Addresses and Descriptions of Subscriber | Number of Shares taken by the Subscriber | |
 |
One (1) | |
 | ||
| For and on behalf of | ||
| Goodbody Subscriber One | ||
| IFSC | ||
| North Wall Quay | ||
| Dublin 1 | ||
| Dublin | ||
| Body Corporate | ||
| Total Shares Taken: | One (1) |
Signature in writing of the above subscriber, attested by witness as provided for below
Dated the 24 day of June 2022
Witness to the above Signature:
| Signature: |  |
|
| Name: | EMMA-LOUISE NOLAN | |
| Address: | 25-28 NORTH WALL QUAY IFSC DUBLIN 1 |
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