Solmate Infrastructure PLC F-3, filed Jun 29, 2026
Solmate Infrastructure PLC (SLMT)
As filed with the Securities and Exchange Commission on June 26, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 JUNE 26, 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 June 25, 2026, the closing sale price of the Class B Ordinary Shares on Nasdaq was $4.72.
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 22 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 9 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.
ii
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 have partnered with a third party service provider to operate a Solana validator on our behalf, which is configured to deliver superior validation performance and native yield generation in the form of staking rewards. We will continue to seek to find innovative solutions aimed at reducing network latency, optimizing validator performance, and maximizing SOL staking yields. We 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 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 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 the fastest and most used public blockchain in the world, processing more transactions and generating more onchain fee revenue than all other blockchains combined.
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 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.
How We Manage Liquidity
Our intended 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. 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.
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.
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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.
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.
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.
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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.
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.
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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.
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.
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). We intend to use the net proceeds from such exercises for working capital and other general corporate purposes and the pursuit of our new Treasury Policy. 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 9 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 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). We intend to use the net proceeds from such exercises for working capital and other general corporate purposes and the pursuit of our new Treasury Policy. 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. |
13
| (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. |
14
| (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 Common 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 Common 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 |
15
| (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 Common 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 Common 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 Common 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 Common 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. |
16
| (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. |
17
| (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. |
18
| (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. |
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| (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. |
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| (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, 2029, April 29, 2026, May 4, 2026, May 6, 2026, May 12, 2026, May 21, 2026, May 26, 2026, May 27, 2026, May 27, 2027, May 29, 2026, June 1, 2026, June 2, 2026 and June 26, 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.
At present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.
Item 9. Exhibits.
II-1
II-2
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 June 26, 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 | June 26, 2026 | ||
| Ron Sade | ||||
| /s/ Asel Mukhamejarova | Chief Financial Officer (Principal Financial and Accounting Officer) | June 26, 2026 | ||
| Asel Mukhamejarova | ||||
| /s/ Alyazi Saeed Almheiri | Director | June 26, 2026 | ||
| Alyazi Saeed Almheiri | ||||
| /s/ Erez Simha | Director | June 26, 2026 | ||
| Erez Simha | ||||
| /s/ Tariq Salem Alsaman Alnuaimi | Director | June 26, 2026 | ||
| Tariq Salem Alsaman Alnuaimi | ||||
| /s/ Keren Maimon | Director | June 26, 2026 | ||
| Keren Maimon |
II-5
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 June 26, 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 5.1
 |
 |
26 June 2026
Board of Directors
Brera Holdings Public Limited Company
Connaught House,
5th Floor,
One Burlington Road, Dublin 4,
D04 C5Y6,
Ireland
| Re: | Brera Holdings Public Limited Company |
To whom it may concern
| 1. | Basis of Opinion |
| 1.1 | We are acting as Irish counsel to Brera Holdings Public Limited Company, a public company limited by shares, incorporated under the laws of Ireland, company number 721923, with its registered office at 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland (the “Company”) in connection with the registration statement (the “Registration Statement”) on Form F-3 to be filed with the United States Securities and Exchange Commission (the “SEC”) on 26 June 2026 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offering, issuance and sale by the Company, from time to time, and the resale by the relevant selling securityholders identified in the Registration Statement, of Class B Ordinary shares, having a nominal value US$0.50 per share (the “Class B Ordinary Shares”) and warrants to purchase Class B Ordinary Shares (the “Warrants” and together with the Class B Ordinary Shares, the “Securities”), pursuant to the terms of the Registration Statement, the base prospectus contained in the Registration Statement (the “Base Prospectus”), and any amendments or supplements thereto, including: |
| (a) | 6,150,533 Class B Ordinary Shares (the “PIPE Shares”) issued pursuant to the terms of the PIPE Documents (as defined below); |
| (b) | 516,115 Class B Ordinary Shares (the “PIPE Pre-Funded Shares”) issued on the exercise of pre-funded warrants pursuant to the terms of the PIPE Documents; |
| (c) | 6,666,648 common Warrants (the “PIPE Warrants”) and up to 6,666,648 Class B Ordinary Shares issuable on exercise of the PIPE Warrants (the “PIPE Warrant Shares”) that, in respect of the PIPE Warrants, have been granted, and, in respect of the PIPE Warrant Shares, may be issued from time to time, pursuant to the terms of the PIPE Documents; |
| (d) | 333,331 pre-funded Warrants (the “Strategic Advisor Pre-Funded Warrants”) and 166,663 common Warrants (the “Strategic Advisor Common Warrants”, together with the Strategic Advisor Pre-Funded Warrants, the “Strategic Advisor Warrants”), and up to 333,331 Class B Ordinary Shares issuable on exercise of the Strategic Advisor Pre-Funded Warrants (the “Strategic Advisor Pre-Funded Warrant Shares”) and 166,663 Class B Ordinary Shares issuable on exercise of the Strategic Advisor Common Warrants (the “Strategic Advisor Warrant Shares”, together with the Strategic Advisor Pre-Funded Warrant Shares, the “Strategic Advisor Shares”) that, in respect of the Strategic Advisor Warrants, have been granted, and, in respect of the Strategic Advisor Shares, may be issued from time to time, pursuant to the terms of the Strategic Advisor Documents (as defined below); |
| (e) | 1,069 Warrants (the “Legacy Warrants”) and up to 1,069 Class B Ordinary Shares allocated in accordance with Schedule 2 and issuable on exercise of the Legacy Warrants (the “Legacy Shares”) that, in respect of the Legacy Warrants, have been granted, and, in respect of the Legacy Shares, may be issued from time to time, pursuant to the terms of the Legacy Documents (as defined below); and |
| (f) | 109,421 Class B Ordinary Shares (the “McClory Shares”) issued to Daniel J. McClory or entities owned and controlled by Daniel J. McClory pursuant to the terms of, among other documents, the McClory Warrant Documents (as defined below), |
(the “Transaction”).
| 1.2 | For the purposes of this opinion, the Registration Statement, the Base Prospectus, the PIPE Documents, the Strategic Advisor Documents, the Legacy Documents, the McClory Warrant Documents, and any other documents relevant to the Transaction, are together, the “Transaction Documents”. |
| 1.3 | This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigation of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. This Opinion speaks only as of its date. |
| 1.4 | This Opinion is given solely for the benefit of the addressees of this Opinion and may not be relied upon, used, transmitted, referred to, quoted from, circulated, copied, filed with any governmental agency or authority, disseminated or disclosed by or to any other person or entity for any purpose(s) without our prior written consent, provided that it may be disclosed to regulatory authorities to whom disclosure may be required, and to the extent such disclosure may be required, by applicable laws. |
| 1.5 | This Opinion is also strictly confined to the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter. |
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| 1.6 | We have examined: |
| (a) | the documents listed in Schedule 1 to this opinion (the “Documents”, and each a “Document”)); |
| (b) | the searches listed at paragraph 1.9 below; and |
| (c) | such other documents and records as we have deemed necessary to enable us to render the opinions set forth below. |
We have not reviewed any documents referred to in the Transaction Documents (other than the Transaction Documents) for the purposes of this Opinion and we express no opinion on them. We express no opinion, and make no representation or warranty, as to any matter of fact in respect of any documents which may exist in relation to the Transaction.
| 1.7 | In giving this Opinion, we have relied upon the Corporate Certificate (as defined in Schedule 1) and the Searches (as defined in paragraph 1.9 below) and we give this Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificate or the Searches is required of us. |
| 1.8 | In giving this Opinion, we have examined and relied on copies of the Documents sent to us by e-mail in pdf or other electronic format. |
| 1.9 | For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 26 June 2026 (the “Searches”): |
| (a) | on the file of the Company maintained by the Registrar of Companies in Dublin for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, examiner or liquidator; |
| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and |
| (c) | in the Central Office of the High Court in Dublin for any proceedings and petitions filed in the last two years. |
| 2. | Opinion |
Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | the Company is a public company limited by shares and is duly incorporated and validly existing under the laws of Ireland; |
| 2.2 | the Company does not have any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of Ireland; |
| 2.3 | the PIPE Warrant Shares, Strategic Advisor Shares and Legacy Shares, when issued, allotted and paid for in accordance with all necessary corporate action of the Company shall be validly issued, fully paid up and non-assessable (which term means that no further sums are required to be paid to the holders thereof in connection with the issuance of such Class B Ordinary Shares); |
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| 2.4 | the PIPE Warrants, Strategic Advisor Warrants and Legacy Warrants issued in the Transaction have been duly authorised and are validly issued; and |
| 2.5 | the PIPE Shares, PIPE Pre-Funded Shares and the McClory Shares issued in the Transaction have been validly issued, fully paid and are non-assessable (which term means that no further sums are required to be paid to the holders thereof in connection with the issuance of such Class B Ordinary Shares). |
| 3. | Assumptions |
For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Registration Statement and the Securities
| 3.1 | that, when filed with the SEC, the Registration Statement will not differ in any material respect from the final draft that we have examined and that before any Securities are offered, issued and sold (or resold), the Registration Statement and any amendments to the Registration Statement (including post-effective amendments) will have become effective under the Securities Act; |
| 3.2 | that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law; |
| 3.3 | that, if the Securities are to be issued or sold pursuant to a definitive purchase, subscription, underwriting or similar agreement, such agreement will have been duly authorised, executed and delivered by the Company and the other parties thereto; |
| 3.4 | the only Class B Ordinary Shares covered by the Registration Statement and in issue at the date of this Opinion are the PIPE Shares, PIPE Pre-Funded Shares and the McClory Shares and any other Class B Ordinary Shares covered by the Registration Statement will at the time of the exercise of the relevant Warrant, continue to be issuable; |
| 3.5 | that any Class B Ordinary Shares issued, or to be issued, and registered under the Registration Statement were or will be issued and allotted in consideration of the receipt by the Company prior to the issuance of such Shares of either cash or the release of a liability of the Company for a liquidated sum, at least equal to the nominal value of such Class B Ordinary Shares and any premium required to be paid up on the Class B Ordinary Shares pursuant to their terms of issuance; |
| 3.6 | that, at the time of issuance of any Class B Ordinary Shares there was, and will be, sufficient authorised but unissued share capital available for issuance by the board of directors of the Company (the “Board”) under the constitution of the Company (the “Constitution”) and not otherwise reserved for issuance and that the Board, or any appropriate committee appointed thereby had and will have the valid authority to issue such Shares including on a non-pre-emptive basis; |
| 3.7 | that the issuance of any Class B Ordinary Shares will be conducted in accordance with the terms and the procedures described in the Constitution, the Companies Act 2014, as amended (the “Companies Act”), the terms of issuance of such Class B Ordinary Shares and the terms of the relevant Transaction Document; |
| 3.8 | that, with respect to Class B Ordinary Shares allotted and issued after 14 September 2030 (the date of expiry of the Company’s existing authority to allot and issue securities pursuant to the Constitution) that the Company will have renewed its authority to allot and issue the Shares and dis-apply the statutory pre-emption rights in accordance with the requirements of the Constitution and the Companies Act for the remainder of the period that the Registration Statement will continue in effect, and that, where such authorities have not been renewed, the Company will not allot and issue the Shares after such authorities have expired; |
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| 3.9 | that, at the time of any issuance of any Securities, the Company validly existed, or exists, as applicable, under the laws of Ireland and has the necessary corporate power and authority to issue such Securities and to execute and deliver any applicable Transaction Document; |
| 3.10 | that no Transaction Document or underlying document has expired, or been amended, varied or terminated in any respect; |
| 3.11 | that any issuance or sale of Securities will be in compliance with the Companies Act, the Irish Takeover Panel Act 1997, Takeover Rules 2022, and all applicable company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; |
| 3.12 | that any applicable Transaction Document has been duly authorised, executed and delivered by the parties thereto (other than the Company), as applicable, and constitutes legally valid and binding obligations on the parties thereto (other than the Company), enforceable against each of them in accordance with its terms; |
| 3.13 | that the terms of the Securities have been, or will have been, as applicable, established so as not to, and that the execution and delivery by the Company of, and the performance of its obligations under, the Transaction Documents, will, not violate, conflict with or constitute a default under: |
| (a) | the Constitution; |
| (b) | any agreement, instrument, undertaking, arrangement, deed or covenant affecting the Company or its properties or to which the Company is a party or otherwise bound or subject; |
| (c) | any law, rule or regulation to which the Company or its properties is subject; |
| (d) | any judicial or regulatory order or decree of any governmental authority; or |
| (e) | any consent, approval, license, authorisation or validation of, or filing, recording or registration with, any governmental authority; |
| 3.14 | where any Class B Ordinary Share issuable under the Transaction Documents has been, or is to be, the subject of a subdivision or consolidation, and/or such Class B Ordinary Share has become or would be a fractional share, the entitlement to that fractional Class B Ordinary Share may have been paid out in cash where possible to do so under the terms of the relevant Transaction Document; |
| 3.15 | the PIPE Shares, PIPE Pre-Funded Shares and PIPE Warrants were issued in the manner and amount set out in the PIPE SPA (as defined below); |
| 3.16 | the strategic advisor pre-funded Class B Ordinary Share purchase warrants relating to the Strategic Advisor Pre-Funded Warrants, and the strategic advisor Class B Ordinary Share common purchase warrants relating to the Strategic Advisor Common Warrants, being on the form scheduled to the Strategic Advisor Agreement prior to the its amendment on 31 October 2025 does not impact validity of the issue or the effectiveness of the Strategic Advisor Pre-Funded Warrants and the Strategic Advisor Common Warrants; |
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| 3.17 | that any power of attorney granted by the Company in respect of the issuance, allotment or sale of the Securities shall have been duly granted, approved and executed in accordance with the Constitution, the Companies Act, the Powers of Attorney Act 1996 of Ireland and all other applicable laws, rules and regulations; |
| 3.18 | that the Registration Statement and/or the Base Prospectus do not constitute (and is not intended/required to constitute) a prospectus within the meaning of Part 23 of the Companies Act and to the extent that any offer of Securities is being made to investors in any member state of the European Union (“Member State”), the Company is satisfied that the obligation to propose and publish a prospectus pursuant to Irish prospectus law, or in particular pursuant to the European Union (Prospectus) Regulations 2019, does not arise; |
Authenticity and Bona Fides
| 3.19 | the truth, completeness, accuracy and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete Documents have been submitted to us that the originals of such Documents are identical to the last draft of the complete Documents submitted to us; |
| 3.20 | where a Document has been executed on behalf of the Company using a software platform that enables an electronic signature to be applied to that Document, each such signature was applied under the authority and control of the relevant signatory and each party has consented to the execution, by the Company, of that Document by way of electronic signature; |
| 3.21 | that the Documents, (i) if not already executed, will be executed, and (ii) if already executed but not provided to us for review, have been executed, in a form and content having no material difference to the drafts provided to us, will be and have been delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto; |
| 3.22 | that the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect; |
| 3.23 | that, when issued, the Legacy Shares will be issued to the allottees in the amount set out against such allottees name in Schedule 2; |
| 3.24 | that each of the Documents is up-to-date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Documents has been amended, varied, revoked or superseded in any respect; |
| 3.25 | that, at the relevant time of the allotment and issuance of the Securities, there was, or is, as applicable, no matter affecting the authority of the directors to allot and issue the Securities, not disclosed by the Constitution or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion; |
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| 3.26 | that each director of the Company has disclosed any interest which he or she may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution and none of the directors of the Company has any interest in the Transaction except to the extent permitted by the Constitution; |
| 3.27 | the absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the Company and its respective officers, employees, agents and advisers and that the Company has issued, or will issue, the Securities in good faith, for its legitimate and bona fide business purposes; |
| 3.28 | that the Constitution in the form scheduled to the Corporate Certificate (as defined below) is the current constitution of the Company, is up to date and has not been amended or superseded and that there are no other terms governing the Class B Ordinary Shares other than those set out in the Constitution; |
Solvency and Insolvency
| 3.29 | that (i) the parties to the Transaction Documents were solvent and able to pay their debts within the meaning of section 570 of the Companies Act or any analogous provisions under any applicable laws immediately after the execution and delivery of the Transaction Documents; (ii) the parties to the Transaction Documents will not as a consequence of doing any act or thing which any Transaction Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of section 570 of the Companies Act or any analogous provisions under any applicable laws; (iii) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to any of the assets or undertakings of the parties to the Transaction Documents; and (iv) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any similar or analogous procedure in any jurisdiction has been presented in relation to the parties to the Transaction Documents; |
| 3.30 | that no proceedings have been instituted or injunction granted against the Company to restrain it from allotting and/or issuing the Shares and the allotment and/or issue of any Shares would not be contrary to any state, governmental, court, state or quasi- governmental agency, licensing authority, local or municipal governmental body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement; |
Accuracy of Searches and Warranties
| 3.31 | the accuracy and completeness of the information disclosed in the Searches referred to in paragraph 1.9 above and that such information has not since the time of such search or enquiry been altered (it should be noted that: (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for; (b) the position reflected by the Searches may not be fully up-to-date; and (c) searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company); |
| 3.32 | there has been no alteration in the status or condition of the Company as disclosed by the Searches; |
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| 3.33 | the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents; |
Commercial Benefit
| 3.34 | that the Transaction Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit; |
Financial Assistance and Connected Transactions
| 3.35 | that the Company has not and is not, by having entered into or by entering into the Transaction Documents or any underlying documents, or having performed or in performing its obligations thereunder, provided financial assistance for the purpose of an acquisition (by way of subscription, purchase, exchange or otherwise) made or to be made by any person of any shares in the Company which would be prohibited by section 82 of the Companies Act; and |
| 3.36 | that none of the transactions contemplated by the Transaction Documents or any underlying documents are prohibited by virtue of section 238 or section 239 of the Companies Act, which prohibit certain transactions between companies and its directors or persons connected with its directors. |
Governing Law and Jurisdiction
| 3.37 | That under all applicable laws (other than those of Ireland): |
| (a) | the choice of the laws of the State of New York or the State of Delaware as the governing law of the Transaction Documents (to the extent that they are expressed to be governed by the laws of the State of New York or the State of Delaware) is a valid and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland); and |
| (b) | the submission of each party to the Transaction Documents to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America (to the extent that they are so expressed) is valid and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland). |
| 4. | Qualifications |
The opinions set out in this Opinion are subject to the following reservations:
General Matters
| 4.1 | We express no opinion on and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, and have not made an independent check or verification thereof. We have reviewed the Registration Statement only in so far as it relates to Irish law matters, assisted in the preparation of certain sections of the Registration Statement in so far as it relates to Irish Law matters and participated in discussions with officers, directors, employees and legal representatives of the Company, only in so far as such discussions related to Irish Law matters, during which the contents of the Registration Statement and related matters were discussed. |
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| 4.2 | A particular course of dealing among the parties or an oral amendment, variation or waiver may result in an Irish court finding that the terms of the Transaction Documents have been amended, varied or waived even if such course of dealing or oral amendment, variation or waiver is not reflected in writing among the parties. |
| 4.3 | No opinion is expressed on the irrevocability of, or on the enforceability of the delegation of, any power of attorney under the Transaction Documents. |
| 4.4 | No opinion is expressed on any deed of assignment, transfer, accession or similar document executed after the date of this opinion in relation to any of the rights and obligations contained in the Transaction Documents. |
| 4.5 | No opinion is expressed on any deed or agreement envisaged by the Transaction Documents to be entered at a future date or any future action taken by a party under the Transaction Documents. |
| 4.6 | We express no opinion as to whether the Transaction Documents breach any other agreement or instrument. |
| 4.7 | The Warrants underlying the PIPE Warrants were not provided to us for review. |
| 4.8 | The subscription agreements underlying the Legacy Warrants for Arlington Capital Holdings, Michael Ward, Lotus Investments LLC, UVE Partners LLC, Thomas Saunders, Jalena Jakovljevic and Jill Jaclin were not provided to us for review, and we give no opinion in respect of those agreements and/or any interaction with, or impact on, the Legacy Warrants. |
| 4.9 | No documents, other than the McClory Warrant Documents, relating to the McClory Shares were provided to us for review, and we give no opinion in respect of those agreements and/or any interaction with, or impact on, the McClory Shares. |
Sanctions
| 4.10 | If a party to any Transaction Document or to any transfer of, or payment in respect of, the Transaction Documents is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Union or Irish sanctions or sanctions under the Treaty on the Functioning of the European Union, as amended, or is otherwise the target of any such sanctions, then obligations to that party under the relevant Transaction Documents or in respect of the relevant transfer or payment may be unenforceable or void. |
Execution of Documents
| 4.11 | We note the decision in the English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners [2008] EWHC 2721. Although this decision will not be binding on the courts of Ireland it will be considered as persuasive authority. One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document, even where the documents in question are simply updated versions of the same document. Our Opinion is qualified by reference to the above referenced decision. |
| 5. | Disclosure |
This Opinion is addressed to you in connection with the registration of the Securities with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC and any amendments thereto. We also hereby consent to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under section 7 of the Securities Act.
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| 6. | No Refresher |
This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.
This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof.
Yours faithfully
/s/ ARTHUR COX LLP
ARTHUR COX LLP
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SCHEDULE 1
The Documents
| 1. | A copy of the Registration Statement. |
| 2. | A copy of the Base Prospectus. |
| 3. | A copy of the resolutions of the virtual meeting of the board of directors of the Company, which commenced at 7:23 AM Pacific Time on 21 September 2025. |
| 4. | A copy of the resolutions of the virtual meeting of the board of directors of the Company, which took place on 7 May 2025. |
| 5. | A copy of (together the “PIPE Documents”): |
| 5.1 | the securities purchase agreement, entered into by the Company with, among others, Alyeska Master Fund LP, Anagram Ltd, Anatole Investment Management Limited, Anson East Master Fund LP and Anson Investments Master Fund LP on 18 September 2025 (the “PIPE SPA”); |
| 5.2 | the “Form of Common Warrant” scheduled to the PIPE SPA; |
| 5.3 | the pre-funded Class B Ordinary Share purchase warrant exercise notice of RBCH Ltd dated 24 February 2026; |
| 5.4 | the pre-funded Class B Ordinary Share purchase warrant exercise notice of RBCH Ltd dated 9 May 2026; |
| 5.5 | the pre-funded Class B Ordinary Share purchase warrant exercise notice of Electric Capital Venture Fund II, LP dated 28 May 2026; and |
| 5.6 | the pre-funded Class B Ordinary Share purchase warrant exercise notice of Electric Capital Frontier Fund II, LP dated 28 May 2026. |
| 6. | A copy of (together the “Strategic Advisor Documents”): |
| 6.1 | the strategic advisor agreement, entered into by the Company with Guy Hirsch, Keren Maimon, Ron Sade, Alyazi Almheiri and Tarek Alnuaimi on 23 September 2025 (as amended on 31 October 2025) (the “Strategic Advisor Agreement”); |
| 6.2 | the strategic advisor pre-funded Class B Ordinary Share purchase warrant granted by the Company to Guy Hirsch on 22 September 2025; |
| 6.3 | the strategic advisor pre-funded Class B Ordinary Share purchase warrant granted by the Company to Alyazi Almheiri on 22 September 2025; |
| 6.4 | the strategic advisor pre-funded Class B Ordinary Share purchase warrant granted by the Company to Keren Maimon on 22 September 2025; |
| 6.5 | the strategic advisor pre-funded Class B Ordinary Share purchase warrant granted by the Company to Ron Sade on 22 September 2025; |
| 6.6 | the strategic advisor pre-funded Class B Ordinary Share purchase warrant granted by the Company to Tarek Alnuaimi on 22 September 2025; |
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| 6.7 | the strategic advisor Class B Ordinary Share common purchase warrant 1 granted by the Company to Guy Hirsch on 22 September 2025; |
| 6.8 | the strategic advisor Class B Ordinary Share common purchase warrant 1 granted by the Company to Alyazi Almheiri on 22 September 2025; |
| 6.9 | the strategic advisor Class B Ordinary Share common purchase warrant 1 granted by the Company to Keren Maimon on 22 September 2025; |
| 6.10 | the strategic advisor Class B Ordinary Share common purchase warrant 1 granted by the Company to Ron Sade on 22 September 2025; |
| 6.11 | the strategic advisor Class B Ordinary Share common purchase warrant 1 granted by the Company to Tarek Alnuaimi on 22 September 2025. |
| 7. | A copy of (together the “Legacy Documents”): |
| 7.1 | the subscription agreement entered into by the Company with Brenda Fortunate on 30 May 2025 and the associated warrant granted by the Company to Brenda Fortunate with original issue date 30 May 2025; |
| 7.2 | the subscription agreement entered into by the Company with Brent W. Bost on 30 May 2025 and the associated warrant granted by the Company to Brent W. Bost with original issue date 30 May 2025; |
| 7.3 | the subscription agreement entered into by the Company with John Gismondi on 30 May 2025 and the associated warrant granted by the Company to John Gismondi with original issue date 30 May 2025; |
| 7.4 | the subscription agreement entered into by the Company with John Scott on 5 June 2025 and the associated warrant granted by the Company to John Scott with original issue date 5 June 2025; |
| 7.5 | the subscription agreement entered into by the Company with Paul T. Barich on 30 May 2025 and the associated warrant granted by the Company to Paul T. Barich with original issue date 30 May 2025; |
| 7.6 | the subscription agreement entered into by the Company with Samuel Bode Miller on 5 June 2025 and the associated warrant granted by the Company to Samuel Bode Miller with original issue date 5 June 2025; |
| 7.7 | the subscription agreement entered into with by the Company Gregory Gleason on 28 May 2025 and the associated warrant granted by the Company to Gregory Gleason with original issue date 16 July 2025; |
| 7.8 | the subscription agreement entered into with by the Company Charles Wyatt on 4 June 2025 and the associated warrant granted by the Company to Charles Wyatt with original issue date 16 July 2025; |
| 7.9 | the warrant granted by the Company to Arlington Capital Holdings with original issue date 25 July 2025; |
| 7.10 | the warrant granted by the Company to Michael Ward with original issue date 25 July 2025; |
| 7.11 | the warrant granted by the Company to Lotus Investors LLC with original issue date 7 August 2025; |
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| 7.12 | the warrant granted by the Company to UVE Partners LLC with original issue date 7 August 2025; |
| 7.13 | the warrant granted by the Company to Jelena Jakovljevic with original issue date 28 August 2025; |
| 7.14 | the warrant granted by the Company to Thomas Saunders with original issue date 28 August 2025; and |
| 7.15 | the warrant granted by the Company to Jill Jaclin with original issue date 27 August 2025. |
| 8. | A copy of (together the “McClory Warrant Documents”): |
| 8.1 | the warrant purchase agreement, entered into with Pinehurst Partners LLC on 23 September 2025; |
| 8.2 | the warrant granted by the Company to Pinehurst Partners LLC with original issue date 22 September 2025; and |
| 8.3 | the warrant exercise notice dated 24 September 2025 signed by Pinehurst Partners LLC. |
| 9. | The results of the Searches. |
| 10. | A copy of the certificate of incorporation of the Company dated 30 June 2022. |
| 11. | A copy of the certificate of incorporation for the re-registration of the Company as a public limited company dated 27 October 2022. |
| 12. | A copy of the Constitution of the Company in the form scheduled to the Corporate Certificate. |
| 13. | A copy of the corporate certificate of the secretary of the Company dated the date of this Opinion (“Corporate Certificate”). |
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SCHEDULE 2
Legacy Warrants
| Warrant Holder | Outstanding Warrants | |
|
Brenda Fortunate |
37 | |
| Brent W. Bost | 37 | |
| John Gismondi | 44 | |
| Paul T. Barich | 93 | |
| John Scott | 57 | |
| Samuel Bode Miller | 62 | |
| Charles Wyatt | 51 | |
| Gregory Gleason | 69 | |
| Arlington Capital Holdings Inc | 148 | |
| Michael Ward | 37 | |
| UVE Partners LLC | 148 | |
| Lotus Investors LLC | 74 | |
| Thomas Saunders | 35 | |
| Jelena Jakovljevic | 148 | |
| Jill Jaclin | 29 | |
| Total | 1069 |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
To the Board of Directors of Brera Holdings PLC
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Brera Holdings PLC (the “Company”) of our report dated May 15, 2026, relating to the consolidated financial statements as of and for the years ended December 31, 2025 and 2024, which appears in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
/s/ Reliant CPA PC
Reliant CPA PC
Newport Beach, CA
June 26, 2026