SLMT 20-F/A
Brera Holdings PLC (SLMT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark one)
OR
For
the fiscal year ended
OR
For the transition period from ________ to _______
OR
Date of event requiring this shell company report ________
Commission
file number
(Exact name of the Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Tel:
Email:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report:
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer ☐ | Accelerated filer ☐ | |
| 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 13(a) of the Exchange 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. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
as issued by the International Accounting Standards Board ☒
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ☐ Yes
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 20-F (the “Amendment”) of Brera Holdings PLC (Nasdaq: SLMT) (“we,” “our,” “Solmate,” “Brera Holdings,” “us,” or the “Company”) is being filed to amend and supplement the Annual Report on Form 20-F for the fiscal year ended December 31, 2025, originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 15, 2026 (the “Original Filing”).
The purpose of this Amendment is to amend the following sections of the Original Filing: (i) Part I – Item 5. Operating and Financial Review and Prospects; (ii) Part II – Item 15. Controls and Procedures; and (iii) Part III – Item 18. Financial Statements.
The final version of the Original Filing was provided to the Company’s printer prior to filing, but due to a clerical error was not used in the final submission. As a result of this oversight, the Company has identified certain changes in the sections named above that will be made to the Original Filing. These changes relate to the addition of certain disclosures and revisions to numbers to reflect adjustments to number footings and correct amounts.
The Company does not believe that this clerical error has any impact on the accuracy or reliability of its financial statements or other disclosures contained in the Original Filing.
This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosure therein in any way except as described above. No subsequent events occurring after the filing of the Original Filing would require adjustment to the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 5. | Operating and Financial Review and Prospects | 1 |
| PART II | ||
| Item 15. | Controls and Procedures | 12 |
| PART III | ||
| Item 17. | Financial Statements | 15 |
| Item 18. | Financial Statements | 15 |
| Item 19. | Exhibits | 15 |
i
PART I
Item 5. Operating and Financial Review and Prospects
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this Amendment. This discussion may contain forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements because of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of the Original Filing. See also “Forward-Looking Statements” in the Original Filing.
5.A. Operating Results
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of Brera Holdings summarizes the significant factors affecting the Company’s operating results, financial condition, liquidity and cash flows as of and for the years ended December 31, 2025 and 2024. Certain information called for by this Item 5, including a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 has been reported previously in Amendment No. 1 to our Annual Report on Form 20-F/A for the year ended December 31, 2024, under the section entitled “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Results of Operations—Comparison of Years Ended December 31, 2024 and 2023.” This MD&A should be read in conjunction with the Company’s consolidated financial statements and the related notes thereto for the year ended December 31, 2025 (the “2025 Financials”). Amounts are expressed in euros unless otherwise stated. This MD&A contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” or in other parts of the Original Filing. See also “Forward-Looking Statements” in the Original Filing.
The 2025 Financials and the financial information contained in this MD&A are prepared pursuant to International Financial Reporting Standards (“IFRS”) and in accordance with the standards of the United States Public Company Accounting Oversight Board. As permitted by the rules of the U.S. Securities and Exchange Commission for foreign private issuers, we do not reconcile our financial statements to United States generally accepted accounting principles.
This MD&A reports the Company’s activities through December 31, 2025, unless otherwise indicated. All figures are expressed in thousands of euros, unless otherwise noted.
1
Company Overview
We are a NASDAQ-listed company incorporated in the Republic of Ireland. Prior to the execution of our private placement offerings in September 2025 (the “PIPE transaction”), the Company’s primary business strategy was to operate global network of professional sports business, which included a portfolio of men’s and women’s sports clubs primarily located in Europe. Following the closing of the PIPE transaction, the Company announced a new business strategy designed to acquire and stake SOL, the native cryptocurrency of the Solana blockchain, and drive shareholder value through the accumulation SOL and through the development of new revenue opportunities tied to various innovative Solana infrastructure projects.
We are in the process of evaluating the performance of our sports business portfolio which includes global portfolio of men’s and women’s sports clubs, to determine the future strategy for this business segment and the plans to wind down some parts of this business.
Recent Developments - Corporate Updates
Digital Asset Treasury
Our primary digital asset strategic objective is to accumulate SOL treasury capital and generate attractive risk-adjusted returns for our investors through a range of SOL-based digital asset strategies. We aim to provide public market investors with direct exposure to SOL and to participate in the growth and development of the broader Solana ecosystem through a disciplined treasury approach. We believe that strategic digital asset reserves such as SOL may serve as a foundation for future applications in global payments, capital markets and other real life use cases built on decentralized SOL infrastructure. We view the Solana network as a highly scalable and performant blockchain platform that is consistent with our long-term objective of supporting the emerging technologies through our business. Our participation in the Solana ecosystem is intended to provide liquidity to the ecosystem and its participants and support new strategic initiatives.
Strategic Advisor Agreement
In September 2025, we entered into a strategic advisor agreement (the “Strategic Advisor Agreement”) with several individuals (“Strategic Advisors”) pursuant to which the Strategic Advisors provide strategic advisory services to the Company as well as guidance relating to the Company’s business, operations, growth initiatives and industry and market trends in the digital assets sector and the United Arab Emirates market for an initial term of 10 years. The Company and any of the Strategic Advisors may terminate this agreement upon written notice. The Strategic Advisors are entitled to receive equity warrants for the services that they provide in connection with the PIPE transaction and continue to provide to the Company.
In consideration for their advisory services, the Strategic Advisors are entitled to the following compensation under the Strategic Advisor Agreement:
| ● | Cash compensation: 1% per annum of the Company’s SOL Assets Under Management (“SOL AUM”) up to $1,000,000,000, and 0.5% per annum of SOL AUM exceeding that amount, calculated as of each anniversary of the Agreement’s effective date. |
| ● | Pre-funded warrants: Warrants to purchase Class B Ordinary Shares equal to 10% of the total Class B Ordinary Shares and pre-funded warrants issued under the Securities Purchase Agreements. |
| ● | Common Warrants 1: Warrants to purchase Class B Ordinary Shares equal to 50% of the aggregate number of shares underlying the Strategic Advisor Pre-Funded Warrants. |
| ● | Common Warrants 2: Warrants to purchase Class B Ordinary Shares equal to 9% of the total Class B Ordinary Shares and pre-funded warrants issued under the Securities Purchase Agreements. |
2
See “Note 16 – Related Party Transactions” to the consolidated financial statements included elsewhere in this Amendment for additional information in connection with the Strategic Advisor Agreement.
Leadership Transition
On September 23, 2025, Mr. Marco Santori was appointed Chief Executive Officer replacing Fabio Scacciavillani, who resigned from the Company’s Board of Directors and as Chief Executive Officer effective September 23, 2025. Mr. Scacciavillani continued to serve as the Company’s Chief Financial Officer until his subsequent resignation effective December 31, 2025. Mr. Santori served as Chief Executive Officer of the Company and as a member of its board of directors until April 2026, after which Guy Hirsch was appointed Interim Chief Operating Officer, which appointment expired on May 1, 2026. Effective as of May 1, 2026, Ron Sade was appointed Chief Executive Officer.
On September 23, 2025, certain directors from the Company’s Board of Directors resigned, and the new Board of Directors were appointed. This was part of a series of the changes to the Company’s leadership and overall strategy designed to accelerate the growth of the Company’s digital assets and infrastructure business and strengthen corporate governance. The new Board members bring expertise in digital assets industry and global relationships, especially in the Gulf region, and are expected to enhance strategic planning, expand market reach, and reinforce the Company’s position as a key participant in the Solana ecosystem. The Company welcomed Dr. Arthur Laffer, Viktor Fischer, Keren Maimon, Ron Sade, Alyazi Saeed Almheiri and Tariq Salem Alsaman Alnuaimi, as new directors. Alberto Libanori continued to serve as the Company’s director until December 2025, and Daniel McClory continued to serve as the Chairman of the Board until January 2026. In December 2025, the Company welcomed Erez Simha as a director and as a Chairman of the Company’s Audit Committee. Subsequently, in April 2026, Dr. Arthur Laffer and Viktor Fischer resigned from the Board of Directors. On April 24, 2026, Marco Santori was terminated as the Chief Executive Officer and director of the Company. On April 29, 2026, Ron Sade was appointed as the Company’s Chief Executive Officer, effective as of May 1, 2026.
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to acquire, deploy, and effectively manage digital assets, including SOL, within our treasury strategy; |
| ● | our ability to manage risks related to custody, cybersecurity, and third-party service providers; |
| ● | the market price, volatility, and liquidity of SOL and any other digital assets held in our treasury; |
| ● | our ability to generate yield on digital assets through staking and other treasury activities; |
| ● | our ability to access liquidity or monetize digital asset holdings when needed; |
| ● | regulatory developments affecting digital assets, staking, and related financial activities; |
| ● | general market conditions in the digital asset industry, including investor sentiment and capital flows; |
| ● | competition from other digital asset treasury companies, funds, and investment vehicles; |
| ● | our ability to manage and unwind certain legacy sports operations; and |
| ● | broader macroeconomic conditions, including interest rates, inflation, and global financial market stability. |
3
Emerging Growth Company
Upon completion of the IPO transaction in 2023 and following the filing our 2024 annual report, we qualified and continue to qualify as an “emerging growth company” under the JOBS Act and relied on reduced disclosure requirements, including delayed adoption of new accounting standards. As a result, our financial statements may not be comparable to those of other public companies. We will retain this status until the earliest of: (i) reaching $1.235 billion in annual revenue, (ii) the fifth anniversary of the IPO, (iii) issuing over $1.0 billion in non-convertible debt within three years, or (iv) becoming a large accelerated filer. At that time, these exemptions will no longer apply.
Results of Operations
The following sets forth a summary of the Company’s consolidated results of operations for the years ended December 31, 2025, and December 31, 2024. The discussion of the Company’s results of operations for the year ended December 31, 2023, is presented in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on May 15, 2025, and is incorporated herein by reference.
The information should be read together with our consolidated financial statements and related notes included elsewhere in this Amendment. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.
Comparison of Years Ended December 31, 2025 and 2024
The following table sets forth key components of our results of operations during the years ended December 31, 2025 and 2024.
| Years Ended December 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| % of | % of | |||||||||||||||
| € | Revenue | € | Revenue | |||||||||||||
| Continuing Operations | ||||||||||||||||
| Revenue | 4,484 | 100 | % | 1,193 | 100 | % | ||||||||||
| Operating expenses | ||||||||||||||||
| Equity based compensation | 269,125 | 6,003 | % | 961 | 81 | % | ||||||||||
| General and administrative | 37,871 | 845 | % | 4,473 | 375 | % | ||||||||||
| Impairment of non-financial assets | 81,999 | 1,829 | % | - | - | % | ||||||||||
| Total operating expenses | 388,995 | 8,676 | % | 5,434 | 456 | % | ||||||||||
| Operating loss from continuing operations | (384,511 | ) | (8,576 | )% | (4,241 | ) | (356 | )% | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income (expense) | (229 | ) | (5 | )% | (8 | ) | (1 | )% | ||||||||
| Other income | 6,297 | 140 | % | 412 | 35 | % | ||||||||||
| Total other income | 6,068 | 135 | % | 404 | 34 | % | ||||||||||
| Loss before income taxes from continuing operations | (378,443 | ) | (8,441 | )% | (3,837 | ) | (322 | )% | ||||||||
| Income tax benefit | 1,109 | 25 | % | - | - | % | ||||||||||
| Net loss from continuing operations | (377,334 | ) | (8,416 | )% | (3,837 | ) | (322 | )% | ||||||||
| Loss from discontinued operations, net of tax | (711 | ) | (16 | )% | (1,212 | ) | (102 | )% | ||||||||
| Net loss | (378,045 | ) | (8,432 | )% | (5,049 | ) | (423 | )% | ||||||||
4
Revenue
In 2025, we transitioned our business model into digital assets treasury business, while continuing managing our legacy sports portfolio. On December 1, 2025, we assumed 100% equity interest in Juve Stabia, 48% of which was assigned to us by the judicial administrators in Napoli, Italy, and recorded a full consolidation of Juve Stabia’ club activities as of December 31, 2025. The principal activities of our Company for the year ended December 31, 2025, were staking revenues from our digital asset treasury business and advertising, sponsorships and other sport club operations. The principal activities of our Company for the year ended December 31, 2024 were advertising, sponsorships and other sport club operations. Revenue for the years ended December 31, 2025 and 2024 was €4,484 and €1,193, respectively, representing an increase of €3,291 or 276%. The increase was primarily attributed to an increase in the revenues from our legacy sports business operations. As discussed above, the Company obtained full ownership of Juve Stabia’s sports club on December 1, 2025. The Company has included the club’s results of operations in the consolidated financial statements for the period from June 20, 2025, the date Juve Stabia became a consolidated entity, through December 31, 2025, which included approximately €2.6 million of total revenues for the year ended December 31, 2025. In the comparative period ended December 31, 2024, the Company did not hold a controlling interest in Juve Stabia and, accordingly, its results were not consolidated. Included in the total were new revenues generated from our digital assets business, which primarily consisted of €1,535 of staking revenue received from October 2025 to December 2025.
Segment Reporting
Basis of Segmentation
Following the closing of the PIPE transaction in September 2025 and the adoption of the Company’s new business strategy, the Company reconsidered its the segment assessment that was used in the financial years ended 2024 and 2023. Post the PIPE transaction, the Company evaluates periodic operating and financial performance at the portfolio level rather than at the individual business unit level. The Company has therefore identified the following reportable segments:
| ● | Legacy Sports Portfolio, primarily comprising its sport clubs and related administrative entities such as North Macedonia FKAP, and Brera Milano; The Legacy Sports Portfolio generates revenue from competition prizes, sponsorship arrangements, player transfers, and sports-related advisory and consulting services. The segment’s expenses primarily include costs directly associated with revenue-generating activities, as well as merchandise operations and advertising and marketing initiatives; and |
| ● | Digital Asset Treasury Portfolio, primarily generates revenue from digital assets business, including SOL staking and other activities as the Company pivots its operations in that area. The Company’s expenses in that segment primarily consist of costs related to the acquisition of SOLs, impairment charges on SOL-based digital assets, compensation expenses, including directors’, consultants’ and strategic advisors’ fees. |
Our management reporting framework, including the assumptions and methodologies applied, is regularly reviewed to ensure their continued validity and relevance. The capital attribution methodologies rely on several key assumptions, which are periodically reassessed and updated as needed.
5
For the year ended December 31, 2025 and 2024 the Company’s revenue, expenses, segment income or loss before income taxes came from the following segments:
| December 31, 2025 | December 31, 2024* | |||||||||||||||||||||||
| Segment Revenue | Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | ||||||||||||||||||
| Revenues | € | 1,535 | € | 2,949 | € | 4,484 | € | - | € | 1,193 | € | 1,193 | ||||||||||||
| Equity based compensation | 266,967 | 2,158 | 269,125 | - | 961 | 961 | ||||||||||||||||||
| General and administrative | 19,939 | 17,932 | 37,871 | - | 4,473 | 4,473 | ||||||||||||||||||
| Impairment of non-financial assets | 66,052 | 15,947 | 81,999 | - | - | - | ||||||||||||||||||
| Operating loss | € | (351,423 | ) | € | (33,088 | ) | € | (384,511 | ) | € | - | € | (4,241 | ) | € | (4,241 | ) | |||||||
| Interest income (expense) | - | (229 | ) | (229 | ) | - | (8 | ) | (8 | ) | ||||||||||||||
| Other income (expense) | (938 | ) | 7,235 | 6,297 | - | 412 | 412 | |||||||||||||||||
| Income (loss) before income tax expense | € | (352,361 | ) | € | (26,082 | ) | € | (378,443 | ) | € | - | € | (3,837 | ) | € | (3,837 | ) | |||||||
| * | Segment disclosures for the year ended December 31, 2024 have been restated as a result of the change of the Company’s segment structure during 2025. |
Equity based compensation
Equity-based compensation for the year ended December 31, 2025, amounted to €269,125 compared with €961 for the prior year, or an increase of €268,164, or 27,902%. This significant increase primarily reflects the additional compensation expenses recorded from the equity warrants issued with respect to a new advisory agreement entered with the Strategic Advisors to support the Company’s funding provided by the PIPE investors and led by the Strategic Advisors as well as ongoing strategic initiatives of the Company. After the PIPE transaction, all Strategic Advisors joined the Board of Directors of the Company (Mr. Guy Hisch joined the Board of Directors on May 8, 2026). A detailed breakdown of these expenses by the nature of expense is further detailed in Note 5 — Equity-based compensation, as well as Note 14, Share-based compensation and Note 16, Transactions with Related Parties, to the consolidated financial statements.
General and Administrative Expenses
General and administrative expenses consisted of professional and consultancy fees, director remuneration, payments made to employees and consultants and legacy sports operating expenses such as players compensation, benefits and travel expenses, players management expenses, sports training facilities rental, and other sports related expenses. General and administrative expenses for the years ended December 31, 2025 and 2024 amount to €37,871 and €4,473, respectively, an increase of €33,398 or 747%.
The increase in these expenses is attributed to implementation of the Company’s strategic initiatives, including additional equity registration statement (the ATM transaction described earlier) and anticipated acquisition transactions, which were subsequently reconsidered, as well as due to an increase in certain sports business activities. Legal, consulting, and advisory expenses amounted to €3,823 for the year ended December 31, 2025 as compared to €883, for the year ended December 31, 2024. An increase in these expenses of €2,940, or 333%, was primarily related to the Company’s strategic initiative as discussed earlier. In addition, increase in the general and administrative expenses for the year ended December 31, 2025 was due to a higher provision for bad debts and other financial asset impairment amounting to €15,966 which includes an impairment provision of €14,426 related to a prepayment made for the digital assets purchase transaction, which settled after December 31, 2025 as well as an impairment provision on Juve Stabia’s acquired receivables and other assets amounting to €938. No impairment for these or similar assets was recorded in the year ended December 31, 2024.
6
An increase in certain sports business activities was primarily attributable to the Company obtaining a controlling interest in one of its sports clubs, Juve Stabia, on June 20, 2025, at which point consolidation commenced. The Company subsequently assumed the remaining ownership interest on December 1, 2025, resulting in full ownership as of December 31, 2025. Accordingly, in the year ended December 31, 2025, Company reported the club’s period results from June 20, 2025 through December 31, 2025 of operations, including €11,594 of general and administrative expenses, versus nil in Juve Stabia’s general and administrative expenses reported in the year ended December 31, 2024, during which the Company did not own the controlling interest in Juve Stabia.
A detailed breakdown of these expenses by the nature of expenses is further detailed in Note 6 — General and Administrative expenses, to the consolidated financial statements.
Impairment of non-financial assets
Total impairment provision expenses recognized for non-financial assets for the year ended December 31, 2025, amounted to €81,999. No impairment expense was recognized during the year ended December 31, 2024. The detailed composition of these charges and the description of the measurement methods are summarized in Note 7 - Impairment of Non-Financial Assets, to the consolidated financial statements. The increase in the impairment provision expenses primarily reflects the non-recurring non-cash charge for goodwill write off in the Company’s sports business segment and the reduction in carrying values of certain intangible and other assets related to sports business segment following the updated recoverability analyses made by the management.
Operating Loss
Operating loss for the years ended December 31, 2025 and 2024 was €384,511 and €4,241, respectively, an increase of €380,270, or 8,966%. The increase in operating loss results from the factors described under the revenue, operating expenses sections above.
Other income (expenses)
Other income (expense), net, for the year ended December 31, 2025 was €6,297, primarily attributable to donations and sponsorship payments in the legacy sports business, capital gains on disposal of intangible assets related to the players registration; multi-year broadcasting rights, and remeasurement gains recognized upon Juve Stabia’s step acquisition. The increase in the year ended December 31, 2025 as compared to €412 for the year ended December 31, 2024 is primarily due to the absence of Juve Stabia’s results in the prior year, as the Company did not have a controlling interest in Juve Stabia during 2024.
Income Tax Benefit
Provision for income tax expenses for the year ended December 31, 2025 resulted in a tax benefit of €1,109, compared to no provision for the year ended December 31, 2024. The increase was primarily attributable to local tax benefits recognized by Juve Stabia following its consolidation in 2025. In the prior year, no provision was recorded as the Company and its subsidiaries generated losses resulting in no current tax liability.
Net Loss
Net loss for the years ended December 31, 2025 and 2024 was €378,045 and €5,049, respectively, an increase of €372,996 or 7,388%. The increase was the result of the various factors discussed above.
7
5.B. Liquidity and Capital Resources
Prior to the 2025 PIPE transaction our operations were primarily financed through sales of common shares in public offering transactions and loans from affiliated companies. The closing of a PIPE transaction in September 2025 provided the Company with $270.8 million in net proceeds, which were delivered in cash, digital assets and shares in a private crypto-related company. In the 2024 annual report on Form 20-F, management identified conditions and events that indicated a material uncertainty related to the Company’s ability to continue as a going concern due to recurring losses and negative operating cash flows.
With the successful completion of the 2025 PIPE transaction, management believes the Company’s improved liquidity position, including its cash balances and holdings of liquid SOL assets as of December 31, 2025, will enable the Company to continue operations and meet its obligations for at least twelve months from the reporting date.
As of December 31, 2025 and 2024, we had cash and cash equivalents of €16,199 and €1,522, respectively. As of May 10, 2026, we had cash and cash equivalents of approximately €4.7 million. To date, we have financed our operations primarily through revenue generated from operations and proceeds from the PIPE transaction described above as well as other smaller share issuances executed prior to the PIPE transaction.
As of December 31, 2025 and 2024, we held cash balances in a non traditional bank, Wise Europe SA, amounting to €9,899 and €1,454, respectively. These deposits are not insured by the local government. The Company performed a detailed credit risk assessment concerning the uninsured deposit made in Wise Europe SA and determined that the credit risk is low, based on the following factors: (i) Wise Europe SA safeguards its customers’ funds by holding them in a mix of cash in leading commercial banks and low risk liquid assets, as required by its regulatory obligations; (ii) Wise Europe SA is authorized by the National Bank of Belgium (“NBB”), which ensures that the bank operates under the regulations and guidelines set by the NBB; and (iii) the Company has not experienced losses on these bank accounts and does not believe it is exposed to any significant credit risk with respect to these bank accounts.
As of December 31, 2025, we also held cash balances in a US commercial bank Axos Bank and Terra Bank, amounting to €4,805 and €119, respectively. Up to $250,000 held on these accounts are insured by the US Federal Depositary Insurance Company. local government. The Company performed a detailed credit risk assessment concerning the uninsured deposit made in these banks and determined that the credit risk is low, based on the following factors: (i) Axos Bank safeguards its customers’ funds by holding them in a mix of cash in leading commercial banks and low risk liquid assets, as required by its US Federal regulatory obligations.
As of December 31, 2025, the Company also held cash deposits in a U.S. commercial bank, Terra Bank, amounting to less than $250,000, the maximum amount insured by the U.S. Federal Depositary Insurance Company.
As of December 31, 2025 and May 10, 2026 we hold digital assets (primarily SOL) that are subject to market volatility and may also be subject to staking, custody, lock-up, or other restrictions. As a result, such holdings may not be readily available for immediate monetization, and we do not currently rely on them as a principal source of liquidity or operating funds. To the extent needed, we may consider monetizing certain digital assets to provide funding for our operations and other liquidity requirements.
The accompanying consolidated financial statements have been prepared on a going concern basis under which we are expected to be able to realize our assets and satisfy our liabilities in the normal course of business.
Summary of Cash Flow
The following table sets forth a summary of the Company’s consolidated cash flows for the years ended December 31, 2025 and 2024. The discussion of the Company’s cash flows for the year ended December 31, 2023, is presented in Amendment No. 1 to our Annual Report on Form 20-F/A for the year ended December 31, 2024, filed with the SEC on May 28, 2025, and is incorporated herein by reference. The information should be read together with our consolidated financial statements and related notes included elsewhere in this Amendment. Our historical results presented below are not necessarily indicative of cash flows that may be expected for any future period.
8
| Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Statements of Operations Data | € | € | ||||||
| Net cash used in operating activities from continuing operations | (9,962 | ) | (3,027 | ) | ||||
| Net cash used in investing activities from continuing operations | (110,104 | ) | (87 | ) | ||||
| Net cash provided by financing activities from continuing operations | 132,718 | 2,817 | ||||||
| Net increase (decrease) in cash | 12,407 | (633 | ) | |||||
| Cash, beginning of period | 1,522 | 2,177 | ||||||
| Cash paid for acquisitions less cash acquired | - | - | ||||||
| Effect of foreign exchange rate changes | 2,270 | (22 | ) | |||||
| Cash, end of period | 16,199 | 1,522 | ||||||
To date the Company has financed its operations primarily through revenue generated from operations, loans and sale of equity.
Net cash used in operating activities for the years ended December 31, 2025 and 2024, respectively, are comprised of the following:
| Years Ended December 31, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Net loss from continuing operations | € | (377,334 | ) | € | (3,837 | ) | € | (373,497 | ) | |||
| Non-cash portion of net loss | 364,157 | 1,001 | 363,156 | |||||||||
| Working capital items | 3,215 | (191 | ) | 3,406 | ||||||||
| Total | € | (9,962 | ) | € | (3,027 | ) | € | (6,935 | ) | |||
The change in our net loss is described above under Results of Operations. The change in the non cash portion of the net loss is principally due to the amounts of equity-based compensation of €269,125 for the year ended December 31, 2025 versus €961 for the year ended December 31, 2024, which was the result of share awards issued in the year ended December 31, 2024. In addition, there was an increase in depreciation and amortization of €1,176 for the year ended December 31, 2025 as it included a full year of our two major subsidiaries activities versus a partial year for the year ended December 31, 2024.
The increase in changes of working capital items between the year ended December 31, 2025 and 2024 of €3,406 was the result of increase in changes in accounts receivable €3,121, prepaid expenses and other current assets €726, accounts payable €4,715, contract liabilities and deferred revenue €1,076, and accrued and other current liabilities €1,271.
Net cash (used in) provided by investing activities was €(110,104) and (€87) for the years ended December 31, 2025 and 2024, respectively. Net cash used in investing activities for the year ended December 31, 2025 was primarily for the acquisition of digital assets, which amounted to €103,491 while the net cash used in investing activities for the year ended December 31, 2024 was mainly for the purchase of property, plant and equipment used in the sports business.
Net cash provided by financing activities was €132,718 and €2,817 for the years ended December 31, 2025 and 2024, respectively. The net cash provided by financing activities was the result of the shares sold for cash as the PIPE transaction was closed in September 2025, and we sold 66.7 million of shares for net proceeds of €231 million. In December 2024, we sold 545,000 Series A Preferred Shares for net proceeds of €294.
9
Legal Contingencies
We are currently not a defendant to any material legal proceedings, investigation, or claims.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
5.C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview.”
5.D. Trend Information
Other than as disclosed elsewhere in this Amendment or in the Original Filing, we are not aware of any trends, uncertainties, demand, commitments or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
5.E. Critical Accounting Estimates
The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with IFRS requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
Judgments, Assumptions and Estimation Uncertainties
Information about judgments, assumptions and estimation uncertainties made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is included in the following notes to the consolidated financial statements accompanying this Amendment.
| ● | Reverse recapitalization – The 2023 acquisition of Brera Milano was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with the guidance in paragraphs B19–B27 of IFRS 3 for reverse acquisitions. Brera Milano was determined to be the accounting acquirer based upon the terms of the acquisition and other factors including: (i) former Brera Milano shareholders owning approximately 35% of the combined company (on a fully diluted basis) immediately following the closing of the acquisition and are the largest shareholders’ party of the Company, (ii) former Brera Milano shareholder, Alessandro Aleotti, being appointed as the Chief Strategy Officer and a director of the Company, and (iii) former Brera Milano shareholder, Sergio Carlo Scalpelli, being appointed as the Chief Executive Officer and a director of the Company; (iv) shareholders of the Company other than the former Brera Milano shareholders continuing as passive investors; and (v) the combined company continuing the football related business with Brera Milano shareholders being the major subject matter experts of this industry in the Company and having the power to direct the development and operations of the combined company after the acquisition. |
10
| ● | Prior to the acquisition of Brera Milano, the Company was a shell corporation established in 2022 with no operations at incorporation date. The Company has issued shares to the existing shareholders, and it is not qualified as a business under the definition of IFRS 3. With reference to IFRS 3 Appendix B, this would not constitute a business combination since there is no substantive change in the reporting entity or its assets and liabilities. Accordingly, the Company’s consolidated financial statements represent a continuation of the financial statement of Brera Milano and the assets and liabilities are presented at their historical carrying values. |
| ● | Provision for doubtful accounts – See Notes 2 and 11. Significant assumptions for measurement used by management in estimating the expected credit loss include weighted-average loss rate or default rate, current and future financial situation of debtors for individual receivables that management is aware will be difficult to collect, and future general economic conditions. |
| ● | Share-based compensation – See Notes 2 and 18. Management uses significant assumptions to measure the fair value of options and warrants, including the use of the Black-Scholes pricing model. The Black-Scholes model has its own set of assumptions including volatility of the underlying shares. |
| ● | Leases – See Note 2. Management makes significant assumptions regarding lease terms, exercise options and present value methodologies in determining the value of its right-of-use assets. |
| ● | Intangible assets – See Note 2. Management makes significant assumptions regarding lease terms, exercise options and present value methodologies. |
| ● | Digital Assets – The Company holds cryptocurrencies that are measured at fair value. Management applies judgment in determining the appropriate valuation techniques and inputs used to measure these assets, including the availability and reliability of quoted prices or other observable market data. Where quoted prices in active markets are not available, the Company may use valuation techniques that incorporate observable and unobservable inputs, which require significant judgment. These judgments affect the classification of the measurements within the fair value hierarchy, including whether such measurements are categorized as Level 2 or Level 3. Changes in the valuation techniques or significant inputs used could result in material changes to the amounts recognized in the consolidated financial statements. |
11
PART II
Item 15. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.
Our management carried out an evaluation, under the supervision of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of December 31, 2025. Based on that evaluation, our management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025, due to the following material weaknesses as of December 31, 2025 related to internal controls over financial reporting.
Equity transactions – a material weakness was identified in the Company’s internal control over financial reporting related to the accounting, review, authorization, and recording of equity transactions, including issuances of new equity instruments, warrant exercises and share conversions, and the execution of reverse stock splits. Specifically, the Company did not maintain effective controls designed to ensure the accurate calculation of shares issuable pursuant to equity agreements and corporate actions, the completeness and accuracy of information used in capitalization calculations, the appropriate review and approval of equity-related computations, and lack of the timely reconciliation and accounting of equity transactions in the Company’s financial records.
This control weakness resulted in errors in the Company’s issuance of shares in connection with certain equity transactions that were later identified and required the Company to seek the recovery and return of incorrectly issued shares from certain shareholders. These control deficiencies created a reasonable possibility that material misstatements to the Company’s financial statements, disclosures, share capitalization records, earnings per share calculations, and equity accounts may occur and not be prevented or detected on a timely basis.
The material weakness was attributable to, among other factors, lack of sufficient internal controls and segregation of duties related to complex equity instruments, inadequate review controls over capitalization table management and share calculations, insufficient coordination among finance, legal, transfer agent, and external advisors, and ineffective controls over the verification of post-transaction share balances.
The Company is in the process of implementing the remediation measures designed to address the material weakness, including: (i) establishing formal review and reconciliation controls over all equity issuances, conversions, and corporate actions; (ii) implementing enhanced capitalization table management procedures; (iii) strengthening documentation and approval requirements for equity-related transactions, including establishing a documented authorization matrix for equity transactions for issuances, repurchases and equity award grants, with evidence retained by legal and accounting functions; (iv) enhancing coordination and reconciliation procedures with the Company’s transfer agent and legal advisors, (v) establishing proper controls over review and approval of all journal entries affecting equity accounts prior to posting, and (vi) regular reconciliation of equity-related disclosures (e.g., share counts, weighted-average shares, share-based compensation expense, and related-party equity transactions) to underlying records as part of the financial statement preparation process.
The material weakness will not be considered remediated until the enhanced controls have been fully implemented, operated for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
12
Related parties’ transactions – a material weakness was identified in the Company’s internal control over financial reporting related to the identification, review, approval, and disclosure of related party transactions. Specifically, the Company did not maintain effective controls designed to ensure that related party transactions and potential conflicts of interest involving the Company’s directors, officers, significant shareholders, and affiliated entities were timely identified, benchmarked, evaluated with sufficient scrutiny for compliance in accordance with Company policies and applicable governance requirements, assessed for proper accounting treatment and disclosure, and monitored on an ongoing basis.
As a result of this material weakness, there may be a reasonable possibility that material misstatements in the Company’s financial statements and related disclosures concerning related party transactions may occur and not be prevented or detected on a timely basis. The material weakness was attributable in part to insufficient formalized procedures, inadequate segregation of duties, limited documentation supporting the review process for related party arrangements, and ineffective monitoring controls over transactions involving related parties and affiliated entities.
The Company is in the process of implementing a remediation plan that will include, among other measures: (i) establishing formal policies for the authorization, documentation, and ongoing monitoring of related party transactions, including thresholds requiring Audit Committee pre-approval and standards for arm’s-length terms; (ii) periodic Related Parties Questionnaire administered by the Company’s legal department to directors, executive officers, and other key management personnel, requiring affirmation of all related party relationships and known transactions; (iii) controllership review of corporate structure during each financial reporting period, including review of shareholder records, subsidiary and affiliate listings, board composition, and known relationships involving directors and key management personnel, to corroborate and supplement the questionnaire process; (iv) providing formal training of accounting and operations staff on the identification of related parties and related party transactions under IAS 24, including indicators of related party relationships; (v) configuration of monitoring tools within the ERP system to flag transactions with parties identified on the related parties listing (e.g., vendor and customer master-data flags), enabling contemporaneous identification of related party activity; and (vi) maintenance of a current related parties register that is updated upon any change in directors, officers, or significant shareholders, and reconciled to the Related Parties Questionnaire results at each reporting date.
Our management concluded that the Company’s financial statement preparation and disclosure controls and procedures were not effective as of December 31, 2025, as we have also identified material weaknesses in our internal control over financial reporting as of December 31, 2025, relating to ineffective review and approval procedures over journal entries and financial statement preparation.
Our management concluded that the failure to timely identify such accounting errors constituted a material weakness as defined in the SEC regulations as of the end of the period covered by this Amendment.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements for external purposes in accordance with IFRS as issued by the International Accounting Standards Board. All internal control systems, no matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
13
Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s internal control over financial reporting as of December 31, 2025 was not effective due to material weaknesses that were identified. Material weaknesses included a lack of sufficient internal controls over the review, authorization and approval of equity and related party transactions due to insufficient formalized policies and procedures related to the review, documentation and approval of these transactions.
Attestation Report of Independent Registered Public Accounting Firm
This Amendment does not include an attestation report of the Company’s independent registered public accounting firm because the Company is neither an “accelerated filer” nor a “large accelerated filer” as those terms are defined by the SEC.
Changes in Internal Controls over Financial Reporting
There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Amendment that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Our management is in process of evaluating what adjustments and improvements are required to be implemented into our current internal controls to remediate the material weaknesses that were identified for equity issuances, warrant conversions, and other equity transactions as well as for related party transactions.
It should be noted that while our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
14
PART III
Item 17. Financial Statements
The Company has elected to provide financial statements pursuant to Item 18.
Item 18. Financial Statements
Our audited financial statements are included as the “F” pages attached to this Amendment.
All financial statements in this Amendment, unless otherwise stated, are presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Item 19. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith. |
15
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| BRERA HOLDINGS PLC | ||
| Date: June 18, 2026 | By: | /s/ Ron Sade |
| Name: | Ron Sade | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
16
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||
| Consolidated Financial Statements for the Years Ended December 31, 2025, 2024 and 2023 | ||
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number: | F-2 | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 5854) | F-3 | |
| Financial Statements: | ||
| Consolidated Statements of Profit or Loss and Other Comprehensive Income | F-4 | |
| Consolidated Statements of Financial Position | F-5 | |
| Consolidated Statements of Changes in Shareholders’ Equity | F-6 | |
| Consolidated Statements of Cash Flows | F-7 | |
| Notes to Consolidated Financial Statements | F-8 |
F-1
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Brera Holdings PLC
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of Brera Holdings PLC (the “Company”), as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2025 and 2024, and related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and 2024, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Reliant CPA PC
Served as Auditor since 2024
May 15, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Brera Holdings PLC and subsidiaries (FKA Brera Holdings Limited)
Opinion on the Financial Statements
We have audited, before the effects of the adjustments to the retrospectively apply the change in accounting in relation with reverse stock split and discontinued operation discussed in Note 1 and 3 respectively, the accompanying consolidated financial position of Brera Holdings PLC and subsidiaries (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of profit or loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the consolidated financial statements) (the 2023 and 2022 financial statements before the effects of the adjustments discussed in Note 3 to the consolidated financial statements are not presented herein). In our opinion, the financial statements before the effects of the adjustments to the retrospectively apply the change in accounting in relation with reverse stock split and discontinues discussed in Note 1 and 3 respectively, present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We were not engaged to audit, review, or apply any procedures to the adjustments to the retrospectively apply the change in accounting in relation with reverse stock split and discontinued operation discussed in Note 1 and 3 respectively, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by Reliant CPA PC.
Going Concern Matter
These accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Notes 2 to the consolidated financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Notes 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| /s/ TAAD LLP | |
| We have served as the Company’s auditor since 2022. In September 2024, we became the predecessor auditor. | |
| Diamond Bar | |
| July 19, 2024 | |
F-3
BRERA HOLDINGS PLC
Consolidated Statements of Profit or Loss and Other Comprehensive Income
| December 31, | ||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | |||||||||
| CONTINUING OPERATIONS | ||||||||||||
| Revenue, including revenues received from related parties of | € | € | € | |||||||||
| Operating expenses: | ||||||||||||
| Equity-based compensation, including related party compensation of | ||||||||||||
| General and administrative and cost of goods, including related party expenses, | ||||||||||||
| Impairment of non-financial assets (Note 7) | ||||||||||||
| Total operating expenses | ||||||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense): | ||||||||||||
| Interest income (expense) | ( | ) | ( | ) | ||||||||
| Other income (expenses), including related parties other income (expenses) of | ||||||||||||
| Total other income | ||||||||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefit | ||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Attributable to the Company | ( | ) | ( | ) | ( | ) | ||||||
| Attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | ( | ) | |||||||
| Other comprehensive income (loss): | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ||||||||||
| Total comprehensive loss | € | ( | ) | € | ( | ) | € | ( | ) | |||
| Weighted average shares outstanding - basic and diluted: | ||||||||||||
| Ordinary shares - Class A | ||||||||||||
| Ordinary shares - Class B | ||||||||||||
| Net loss per share from continuing operations - basic and diluted: | ||||||||||||
| Ordinary shares - Class A | € | ( | ) | € | ( | ) | € | ( | ) | |||
| Ordinary shares - Class B | € | ( | ) | € | ( | ) | € | ( | ) | |||
| Net loss per share from discontinued operations - basic and diluted | ||||||||||||
| Ordinary shares - Class A | € | ( | ) | € | ( | ) | € | ( | ) | |||
| Ordinary shares - Class B | € | ( | ) | € | ( | ) | € | ( | ) | |||
F-4
BRERA HOLDINGS PLC
Consolidated Statements of Financial Position
| December 31, | December 31, | |||||||
| (in thousands) | 2025 | 2024 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents (Note 2) | € | € | ||||||
| Accounts receivable and other receivables, net, including related parties amounts of | ||||||||
| Receivable for private company shares (Note 2) | ||||||||
| Prepaid expenses and other current assets, including related parties amounts of | ||||||||
| Prepayment for digital assets, including related party amounts of | ||||||||
| Current assets of discontinued operations (Note 3) | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Digital assets, including related parties amounts | ||||||||
| Intangible assets (Note 10) | ||||||||
| Other non-current assets (Note 3) | ||||||||
| Non-current assets of discontinued operations (Note 3) | ||||||||
| Total non-current assets. | ||||||||
| Total Assets | € | € | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and other payables, including related parties amounts of | € | € | ||||||
| Accrued and other current liabilities (Note 11, Note 16) | ||||||||
| Contract liabilities and deferred revenue (Note 4) | ||||||||
| Current liabilities of discontinued operations (Note 3) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Long-term payables (Note 11) | ||||||||
| Deferred taxes (Note 3) | ||||||||
| Other long-term liabilities (Note 11) | ||||||||
| Non-current liabilities of discontinued operations (Note 3) | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ Equity*: | - | - | ||||||
| Share capital (Note 13) | ||||||||
| Shares pending cancellation (Note 13) | ( | ) | ||||||
| Capital reserves (Note 13) | ||||||||
| Accumulated deficit (Note 13) | ( | ) | ( | ) | ||||
| Brera Holdings shareholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | € | € | ||||||
On June 24, 2025, the Company effected a one-for-ten share split of its Class A and Class B Ordinary Shares. The Company effected another one-for-ten share split of both Class A and Class B Ordinary Shares on April 7, 2026. All share and per-share information presented in these financial statements has been retrospectively adjusted to reflect the impact of the share split for all periods presented. The number of authorized shares and par value per share remain unchanged following the split.
F-5
BRERA HOLDINGS PLC
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended December 31, 2025, 2024 and 2023
| Series A | Series B | Class A | Class B | Shares | Non | |||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Preferred Shares | Ordinary Shares | Ordinary Shares | pending | Capital | Accumulated | Controlling | Shareholder’s | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | cancellation | Reserves | Deficit | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | € | € | € | € | € | ( | ) | € | € | ( | ) | € | € | ( | ) | |||||||||||||||||||||||||||||||||||||
| Shares issued for cash | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share options | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest on acquisition of subsidiaries | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subscription receivable payment | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share options | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity contribution by non-controlling interest | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for investment in Juve Stabia football club | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related party debt exchange agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares converted from Class A to Class B | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Obligation to issue shares | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest debt conversion | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Unit issued for cash | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance cost on placement agent warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| PIPE Share issuances | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance cost on PIPE placement agent warrants | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share options | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Excess shares issued | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cashless warrants exercise | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant exercise with cash payment | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants issued for service | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other Warrants issued | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for Juve Stabia acquisition | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Shares issued for settlement of debt | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares conversions | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Redemption of shares for cash | - | - | ( | ) | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Obligation to issue shares | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| UYBA Equity contribution NCI | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Elimination of Non-controlling Interest upon | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares sold for cash | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest contribution Juve Stabia | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest on acquisition of subsidiary Juve Stabia | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | € | € | € | € | € | ( | ) | € | € | ( | ) | € | ( | ) | € | |||||||||||||||||||||||||||||||||||||
F-6
BRERA HOLDINGS PLC
Consolidated Statements of Cash Flows
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | € | ( | ) | € | ( | ) | € | ( | ) | |||
| Net loss from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Adjust net loss for items not involving cash: | ||||||||||||
| Depreciation and amortization (Note 2 and 10) | ||||||||||||
| Credit losses (Note 11) | ||||||||||||
| Impairment on non-financial assets (Note 7) | ||||||||||||
| Deferred tax benefit (Note 2) | ( | ) | ||||||||||
| Net impairment loss on prepayment for digital assets (Note 9) | ||||||||||||
| Impairment on receivable for private company shares (Note 2) | ||||||||||||
| Fair value gain on financial assets at FVTPL | ||||||||||||
| Gain on previously held interest in acquired entity (Note 2) | ( | ) | ||||||||||
| Staking income from digital assets (Note 9) | ( | ) | ||||||||||
| Change in warrant expense (Note 13) | ( | ) | ( | ) | ||||||||
| Share-based compensation (Note 5, Note 14) | ||||||||||||
| Change in contingent consideration | ( | ) | ( | ) | ||||||||
| Interest expense | ||||||||||||
| Debt conversion | ||||||||||||
| Interest paid on long term borrowing | ( | ) | ||||||||||
| Changes in working capital items: | ||||||||||||
| Accounts receivable and other receivables, net | ( | ) | ( | ) | ||||||||
| Prepayment and other current assets | ( | ) | ( | ) | ||||||||
| Accounts payable | ||||||||||||
| Contract liabilities and deferred revenue | ( | ) | ||||||||||
| Accruals and other current liabilities | ( | ) | ||||||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ( | ) | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of subsidiaries. net of cash acquired (Note 2) | ( | ) | ( | ) | ( | ) | ||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||||||
| Purchase of digital assets (inclusive of prepayment) (Note 9) | ( | ) | ||||||||||
| Purchase of intangible assets | ( | ) | ||||||||||
| Purchase of financial assets at FVTPL | ( | ) | ||||||||||
| Proceeds from sale of financial assets at FVTPL | ||||||||||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Loan from shareholder | ||||||||||||
| Proceeds from shares issuance for cash, net of issuance costs (Note 13) | ||||||||||||
| Redemption of Class A ordinary shares | ( | ) | ||||||||||
| Proceeds from the debt borrowing | ||||||||||||
| Proceeds from warrant exercises (Note 13) | ||||||||||||
| Contribution from minority interest member | ||||||||||||
| Partial repayment of debt | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||||||
| Net cash provided by (used in) financing activities from discontinued operations | ( | ) | ||||||||||
| Net cash provided by financing activities | ||||||||||||
| Net increase (decrease) in cash | ( | ) | ||||||||||
| Cash, beginning of year | ||||||||||||
| Cash paid for acquisitions less cash acquired | ( | ) | ||||||||||
| Effect of foreign exchange rate changes | ( | ) | ||||||||||
| Cash, end of year | € | € | € | |||||||||
| Supplemental disclosures of non-cash cashflow information | ||||||||||||
| Right-of-use assets obtained in exchange for lease liabilities | € | € | € | |||||||||
| In-kind contribution of stock in private company | € | € | € | |||||||||
| Shares pending cancellation | € | € | € | |||||||||
| Non-cash contributions in exchange for digital assets | € | € | € | |||||||||
| Cash paid for: | ||||||||||||
| Income taxes | € | € | € | |||||||||
| Interest | € | € | € | |||||||||
F-7
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – GENERAL INFORMATION AND REORGANIZATION TRANSACTIONS
Company information
Brera Holdings PLC (d/b/a Solmate Infrastructure) (FKA Brera Holdings Limited) (“Brera Holdings”, “we”, or the “Company”), a public company limited by shares, was incorporated in Ireland on June 30, 2022.
On January 31, 2023, the Company completed its
Initial Public Offering of
In September 2025, the Company announced a strategic shift toward the Solana ecosystem and its intention to change its name to Solmate. On October 2, 2025, the Company announced that its Class B Ordinary Shares would begin trading on the Nasdaq Capital Market under the new ticker symbol “SLMT,” effective at the open of trading on October 3, 2025; the Company previously traded under the ticker symbol “BREA.” The Company’s SEC filings after such date identify the Company’s Nasdaq ticker as “SLMT,” and the Company has also disclosed that it operates under the name Solmate Infrastructure.
Reverse Stock Split in June 2025
On June 24, 2025, the Company announced a
PIPE transaction
On September 18, 2025, the Company entered into
a private investment transaction to issue shares to certain accredited private investors, which resulted in raising of approximately US$
ATM transaction
In November 2025 the Company filed a registration
statement with the Securities and Exchange Commission for the at-the-market shares offering program (the “ATM”) under which
the Company may offer and sell Class B Ordinary shares for up to $
Reverse Stock Split in April 2026
On April 7, 2026, the Company announced a
Business Information and New Digital Assets Treasury Strategy
Sports business
The Company’s strategy for its sports business is to manage a portfolio of professional football clubs in various international locations. Since inception and until September 2025, the Company pursued a number of acquisition transactions in the international professional sports clubs and provided them access to the global transfer market. As the Company decided to pursue a new business strategy for digital asset treasury, it plans to gradually unwind all of its sports business operations. Subsequent to December 31, 2025, in January 2026, the Company started liquidation procedures for its wholly-owned subsidiary Brera FC. In addition, in April 2026 the Company sold all its equity interest in the wholly-owned subsidiary, Juve Stabia, to a third party company. The Company is evaluating the plans for other legacy sports business entities. See details of the sale of Juve Stabia and liquidation procedures for other subsidiaries in Note 18 – Subsequent Events.
New Digital Asset Treasury Strategy
On September 18, 2025, in connection with a PIPE transaction described above, the Company announced a new business strategy focused on driving shareholder value through the accumulation and staking of SOL and new revenue streams from cutting-edge Solana staking infrastructure projects. In addition to operating the Company’s sports business the Company’s management will focus its resources on a new treasury policy and a significant portion of the balance sheet will be allocated to holding SOL and other digital assets in the Company’s digital asset treasury.
F-8
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
These consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC). Our year end is December 31. These consolidated financial statements include the accounts of the parent company and its subsidiaries constituting the Company. All intercompany transactions and balances have been eliminated.
Subsidiaries are all entities (including structured entities, if any) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. The Company reassesses whether it controls an investee when facts and circumstances indicate that there are changes to one or more of the elements of control. An investee is deconsolidated from the date on which the Company loses control.
The consolidated statements of financial position have been prepared based on the nature of the transactions, distinguishing: (a) current assets from non current assets, where current assets are intended as the assets that should be realized, sold or used during the normal operating cycle, or in the short term (within 12 months); (b) current liabilities from non current liabilities, where current liabilities are intended as the liabilities that should be paid during the normal operating cycle, or over the 12 month period subsequent to the reporting date.
| ● | The consolidated statements of profit or loss have been prepared based on the nature of the expenses. |
| ● | The consolidated statements of cash flows have been prepared using the indirect method. |
| ● | The consolidated financial statements present all amounts in thousands of euro (“EUR” or “€”), except for the per share information or otherwise stated. The comparative information is presented for the previous periods. |
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non controlling interests, if any. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non controlling interests even if this results in the non controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Company’s accounting policies.
Non controlling interests in subsidiaries are presented separately from the Company’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.
The following table lists the group companies of the Company that were consolidated during the financial years ended on December 31, 2025, 2024 and 2023.
| Company Name | Jurisdiction | Incorporation Date | Ownership | |||
| Brera Holdings PLC d/b/a Solmate Infrastructure | ||||||
| Brera Milano Srl | ||||||
| Brera FC | ||||||
| Fudbalski Klub Akademija Pandev (“FKAP”) | ||||||
| UYBA Volley S.s.d.a.r.l. | ||||||
| Tiverija Brera AD Strumica | ||||||
| SS Juve Stabia SpA | ||||||
| Solmate USA Inc. |
F-9
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recently adopted accounting pronouncements
Effective January 1, 2025, the Company adopted Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates). The amendments clarify how an entity assesses whether a currency is exchangeable into another currency and how an entity determines the exchange rate to apply when a currency is not exchangeable. The amendments also require additional disclosures to enable users of financial statements to understand the impact of a currency not being exchangeable on the entity’s financial performance, financial position and cash flows. The adoption of these amendments did not have a material impact on the Company’s consolidated financial statements.
Functional and Presentation Currency
The financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). These consolidated financial statements are presented in euro (the Company’s presentation currency).
| Entity | Functional Currency | |
| Brera Holdings PLC | ||
| Brera Milano S.r.l. | ||
| Brera FC | ||
| Fudbalski Klub Akademija Pandev | ||
| UYBA Volley S.s.d.a.r.l. | ||
| Tiverija Brera AD Strumica | ||
| SS Juve Stabia SpA | ||
| Solmate USA Inc. |
Functional and Presentation Currency
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are generally recognized in profit or loss. Foreign exchange gains and losses are presented in the statement of profit or loss, on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet and at historical rates for equity. |
| ● | income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and |
| ● | all resulting exchange differences are recognized in other comprehensive income. |
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
F-10
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Going Concern Assumption
In preparing the consolidated financial statements,
the management of the Company have given careful consideration to the future liquidity of the Company. During the year ended December
31, 2025, the Company incurred a net loss of €
In accordance with International Accounting Standards (“IAS”) 1, Presentation of Financial Statements, management has assessed the Company’s ability to continue as a going concern for at least twelve months from the reporting date and considered whether any material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a going concern.
The Company’s primary source of liquidity has historically been proceeds from equity financing. In accordance with IAS 1 Presentation of Financial Statements going concern assessment, management has assessed the Company’s ability to continue as a going concern for at least twelve months from the reporting date.
Since inception, the Company has incurred recurring operating losses and negative cash flows from operations. As disclosed in the annual financial statements as of December 31, 2024, conditions and events indicated a material uncertainty related to the Company’s ability to continue as a going concern due to historical losses and the need for additional financing.
In September 2025, the Company raised significant capital through the PIPE transaction (see Note 1). A substantial portion of the proceeds was invested in Solana tokens (“SOL”) as part of the Company’s treasury strategy. As a result, management believes the Company has sufficient liquidity to continue operations and meet its obligations for at least twelve months from the reporting date.
As of December 31, 2025, the Company had unrestricted
cash and cash equivalents of approximately €
Net cash used in operating activities from continuing
operations for the year was approximately €(
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business and do not include any adjustments that would result if the Company were unable to continue as a going concern.
Historical Cost Convention
The consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
F-11
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Judgments and Estimates
The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which by their nature are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
| ● | Measurement of the provision for doubtful accounts, for the significant assumptions used by management in estimating the expected credit loss (“ECL”) (weighted-average loss rate or default rate, current and future financial situation of debtors for individual receivables that management is aware will be difficult to collect, future general economic conditions), and for the fair value measurements of options and warrants. |
| ● | Estimated useful lives, depreciation method and impairment assessment of the property, plant and equipment and rights-of-use assets and for measuring impairment of intangibles. |
| ● | Valuation of digital assets, including SOL and other crypto assets received or receivable as consideration in non-cash transactions, assets received in-kind, and assets acquired or transferred in connection with PIPE transactions |
| ● | Determination of the fair value of prepaid SOL and related arrangements, including assumptions regarding observable market prices, timing of receipt or delivery, and any restrictions affecting the assets |
| ● | Valuation of derivative or other financial instruments, including the DLOM applied to locked wallets or other restricted crypto assets, where applicable |
| ● | Determination of the fair value of identifiable assets acquired and liabilities assumed in business combinations or asset acquisitions, including the valuation of Juve Stabia Purchase Price Allocation and related purchase price allocation assumptions. |
| ● | Valuation of receivables for private company shares, including the fair value of shares receivable from PIPE investors, where applicable. The valuation requires judgment because the underlying shares are not publicly traded and may involve assumptions regarding observable transaction prices, changes in market conditions, company-specific developments, transfer restrictions, expected timing of receipt, foreign currency effects and recoverability. |
Business Combinations
The Company accounts for business combinations using the guidance in IFRS 3, Business Combinations. The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
| ● | fair values of the assets transferred. |
| ● | liabilities incurred to the former owners of the acquired business. |
| ● | equity interests issued by the Company. |
| ● | fair value of any asset or liability resulting from a contingent consideration arrangement, and |
| ● | fair value of any pre-existing equity interest in the subsidiary. |
F-12
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Business Combinations (continued)
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are costs the Company incurs to affect a business combination. The Company accounts for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are received.
The excess of (a) the consideration transferred, (b) the amount of any non-controlling interest in the acquired entity, and (c) the acquisition date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.
If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value, with changes in fair value recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits held at call with financial institutions, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents.
Our Company had cash equivalents of €
Prepaid Expenses and Other Current Assets
Prepayments and other current assets consist mainly of yearly registration fees to professional leagues, legal and professional deposits, and loans receivable.
As of December 31, 2025, loan receivables included
in prepaid expenses and other current assets amounted to €
F-13
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Digital Assets
The Company accounts for its digital assets as intangible assets in accordance with IAS 38, Intangible Assets, as the digital assets are identifiable, non-monetary assets without physical substance. Digital assets are recognized when the Company obtains control of the underlying digital assets. Digital assets acquired through purchases are initially recognized at cost, which includes the purchase price and any directly attributable costs necessary to acquire the assets. Digital assets received as part of capital raising activities, including the PIPE, are initially recognized at transaction cost value on the date the Company.
The Company applies the cost model under IAS 38 for subsequent measurement of its digital assets. Accordingly, digital assets are carried at cost less any accumulated impairment losses. The Company has determined that its digital assets have indefinite useful lives because there is no foreseeable limit to the period over which the assets are expected to generate economic benefits. As a result, digital assets are not amortized.
Digital assets are assessed for impairment quarterly. An impairment loss is recognized when the carrying amount of the digital assets exceeds their recoverable amount. The recoverable amount is the higher of fair value less costs of disposal and value in use. Impairment losses on digital assets are reflected in the consolidated statements of operations within operating expenses.
In determining the fair value of crypto assets for its impairment evaluation, the Company utilizes quoted digital asset prices within the Company’s principal market at the time of measurement, based on the closing price as of the date of measurement. The Company has designated Kraken exchange as its principal market for SOL based on the market that the Company has access to and that has the greatest volume and level of orderly transactions for SOL. The Company reassesses its principal market when facts and circumstances change, including, but not limited to, when new markets become accessible or when the volume or activity in the current principal market declines.
In determining the fair value of SOL, the Company uses the closing SOL/USD market price as of the applicable measurement date, based on the Kraken exchange as its principal market for SOL.
The Company recognizes disposals of digital assets using the first-in, first-out method. Any gain or loss on disposal is measured as the difference between the consideration received and the carrying amount of the digital assets disposed of and is recognized in the consolidated statements of operations.
The Company received locked, staked SOL (“Locked SOL”) as part of its PIPE transaction and commenced native staking with acquired SOL in October 2025. The Locked SOL is held in a custodial controlled account managed by an authorized person and is subject to a long-term monthly vesting schedule under which the principal balance and earned staking rewards can be earned. The Company is contractually restricted from transferring the Locked SOL on-chain; however, the Company may transfer ownership off-chain through a wallet ownership transfer with the custodian.
Due to the transfer restrictions, the Company
classifies Locked SOL within digital assets, at cost, restricted in the consolidated balance sheets. In assessing impairment of Locked
SOL, the Company considers the contractual transfer restrictions and vesting schedule, including a discount for lack of marketability,
based on a third-party valuation assessment that was reviewed by management for completeness and reasonableness. The third-party valuation
used the quoted SOL market price as of the valuation date as the starting point and applied discounts for lack of marketability based
on the remaining contractual restriction periods. As of December 31, 2025, the remaining restriction periods ranged from 1 month to 25
months, resulting in DLOMs ranging from
The Company’s prepaid digital assets that
have not yet been delivered to the Company are recorded as prepayment for digital assets until the Company obtains control of the underlying
digital assets. As of December 31, 2025, prepayment for digital assets amounted to €
Purchases of digital assets are reflected as cash flows from investing activities in the consolidated statements of cash flows. Contributions of digital assets received as part of the consideration received in the PIPE are presented as noncash financing activities in the consolidated statements of cash flows.
F-14
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Solana Staking
Beginning in October 2025, the Company used a portion of the proceeds from its capital raising activities to acquire and deploy SOL in staking activities, including native staking and locked or restricted staking arrangements. The Company participates in staking by delegating SOL to validators on the Solana network, including validators operated by related parties and other third-party providers. The Company may enter into service arrangements with validators or infrastructure providers to facilitate staking; however, the Company retains beneficial ownership and economic exposure to the SOL it stakes.
The Company evaluates whether it controls staked SOL based on its ability to obtain the economic benefits from the asset and to restrict others’ access to those benefits. Lock-up, vesting, or other transfer restrictions do not, in and of themselves, result in a loss of control where the Company retains beneficial ownership of the SOL and the related rights to staking rewards. Accordingly, staked SOL, including locked or restricted SOL, remains recognized as digital assets of the Company unless and until control is transferred to another party.
Staking rewards are generated through the Company’s participation in network validation activities by delegating SOL to validators. The amount of staking rewards, if any, is variable and subject to validator performance, network conditions, protocol rules and other factors outside the Company’s control. The Company recognizes staking rewards when the applicable network epoch has been completed, the rewards have been confirmed by the Solana network, and the Company has obtained the right to receive the rewards. Prior to such confirmation, the Company does not recognize staking rewards because the amount of rewards is not known and remains subject to factors outside the Company’s control.
Staking rewards are presented as revenue when the related staking activities are part of the Company’s ordinary activities. Upon recognition, staking rewards are measured at the fair value of the SOL received or receivable using observable market prices or other market-based reference rates as of the date the Company obtains the right to the rewards. If rewards have been earned but not yet received, the Company recognizes a staking rewards receivable or contract asset, as applicable. Upon receipt, the rewards are recognized as digital assets in accordance with the Company’s accounting policy for digital assets.
Fair Value Measurement
The Company measures certain assets and liabilities at fair value when required by the applicable IFRS Accounting Standard. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are categorized within the fair value hierarchy based on the lowest level input that is significant to the measurement, as follows:
| ● | Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. |
| ● | Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. |
| ● | Level 3 Inputs: One or more inputs to the valuation are unobservable and significant to the fair value measurement of the asset or liability. Unobservable inputs reflect management’s assumptions on how market participants would price the asset or liability based on the information available. |
On initial recognition, financial assets and financial liabilities are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets and liabilities is generally based on the business model in which a financial asset or liability is managed and its contractual cash flow characteristics. A financial asset or liability is initially measured at fair value net of transaction costs that are directly attributable to its acquisition or incurrence, except for financial assets at FVTPL where transaction costs are expensed. All financial assets and liabilities that are not classified and measured at amortized cost or FVOCI are measured at FVTPL.
F-15
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial assets
Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets are added to or deducted from the fair value on initial recognition, except for financial assets measured at fair value through profit or loss, for which transaction costs are recognized in profit or loss as incurred.
The Company classifies financial assets at initial recognition as subsequently measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss based on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
Cash and cash equivalents are measured at fair value. Accounts receivable, loan receivables and other receivables, including receivables for digital asset transactions, are generally measured at amortized cost and are subject to an expected credit loss assessment. Derivative financial assets and liabilities, if any, are measured at fair value through profit or loss. The Company did not hold equity investments in private companies as of December 31, 2025 or 2024.
As of December 31, 2025 and 2024, the Company’s financial assets consisted primarily of cash and cash equivalents, accounts receivable, loan receivables and other receivables. The carrying amounts of these financial assets approximate their fair values due to their short-term maturities, unless otherwise disclosed.
Accounts receivables and other receivables, net
Accounts receivable are recognized initially at
the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized
at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance. For trade receivables,
the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial
recognition of the receivables. The loss allowance is recorded using a provision matrix based on historical default experience, adjusted
for current and forward-looking information, including the financial condition of counterparties and general economic conditions. The
Company’s accounts receivables are mainly made up of advertising, sponsorships, and naming rights due from third parties. The Company’s
other receivables comprise balances due from counterparties from other transactions, including digital transactions and sports business.
As of December 31, 2025, accounts receivable and other receivables, net amounted to €
At each reporting date, the Company assesses expected credit losses (“ECL”) on its accounts receivable and other receivables and records an impairment provision, if needed.
Receivable for Private Company Shares
As of December 31, 2025, the Company had a receivable
from a PIPE investor related to the investor’s obligation to deliver common shares of a private company to the Company. The receivable
was initially measured at fair value in the amount of €
F-16
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Receivable for Private Company Shares (continued)
The receivable is classified within other receivables and measured at amortized cost, subject to an expected credit loss assessment, unless otherwise required to be measured at fair value under IFRS. Management assessed the recoverability of the receivable based on the expected value of the underlying shares to be delivered, the creditworthiness and performance obligation of the PIPE investor, expected timing of settlement, market conditions and other relevant facts and circumstances.
The impairment charge was recognized because the estimated recoverable amount of the receivable declined below its carrying amount as of December 31, 2025. Changes in the underlying assumptions could result in materially different recoverability assessments.
A roll forward of the receivables is as follows:
| Amount in EUR | ||||
| Initial fair value of receivable | ||||
| Change in fair value during the period | ( | ) | ||
| Foreign currency translation adjustment | ||||
| Fair Value as of December 31, 2025 | ||||
The receivable is classified within Level 3 of the fair value hierarchy because the underlying private company shares are not publicly traded and there is no quoted price in an active market for the shares. The fair value was determined using a mark-to-market approach anchored to the observable per-share transaction price established in the Common Stock Transfer Agreement and adjusted for changes in market conditions and private company-specific developments through the valuation date. The valuation considered observable market data, including cryptocurrency market indices and guideline public company share-price movements, as well as private company-specific financing activity and IPO-related developments. Significant judgment was required in selecting the adjustment to the acquisition-date value.
The significant inputs used in the valuation included
an acquisition-date per-share value of $
Impairment
The Company recognizes a loss allowance for expected credit losses (“ECL”) on financial assets measured at amortized cost, including trade receivables, loan receivables and other receivables. Expected credit losses are measured as the present value of all cash shortfalls over the expected life of the financial asset, discounted at the asset’s original effective interest rate, where applicable.
The Company applies the simplified approach for trade receivables and recognizes lifetime expected credit losses from initial recognition. For other financial assets measured at amortized cost, the Company applies the general approach under IFRS 9 and recognizes expected credit losses based on changes in credit risk since initial recognition.
In assessing expected credit losses, the Company considers reasonable and supportable information that is available without undue cost or effort, including historical collection experience, current conditions, borrower or counterparty-specific factors, expected timing of collection, collateral or other credit enhancements, and forward-looking information.
Financial assets are written off when the Company has no reasonable expectation of recovering the asset in whole or in part. Any impairment losses, reversals of impairment losses and write-offs are recognized in profit or loss.
F-17
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial liabilities
All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried in the consolidated statements of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities, taxes payable, due to related parties, loans payable and lease liability are classified as financial liabilities and carried in the statements of financial position at amortized cost, which approximates the fair value. Interest bearing loans are initially recognized at fair value, and are subsequently measured at amortized cost, using the effective interest method.
As of December 31, 2025, the Company recorded
a derivative liability of €
As of December 31, 2025 and 2024, the Company
recorded a contingent liability of €
During the years ended December 31, 2025 and 2024,
the Company provided unsecured, short-term, non-interest-bearing loans, repayable on demand, to certain affiliated entities and other
parties to support their operations. As of December 31, 2025, management determined that the loans were uncollectible and wrote off the
remaining outstanding balances. Accordingly, no loan receivable balance remained outstanding as of December 31, 2025. As of December 31,
2024, outstanding loan receivables amounted to €
Financial Liabilities vs. Equity
Financial liabilities and equity instruments issued by the Company are classified as either financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument under IAS 32, Financial Instruments: Presentation.
An instrument is classified as a financial liability when the Company has a contractual obligation to deliver cash or another financial asset to another party, or to exchange financial assets or financial liabilities under conditions that are potentially unfavorable to the Company. A contract that will or may be settled in the Company’s own equity instruments is also assessed to determine whether it requires settlement by delivery of a variable number of the Company’s own equity instruments or otherwise fails the “fixed-for-fixed” equity classification criteria.
An instrument is classified as equity only when it evidences a residual interest in the assets of the Company after deducting all of its liabilities and the contractual terms do not give rise to a financial liability.
Equity Instruments
Equity instruments issued by the Company, including shares, stock awards, options and warrants, are recognized in equity when the contractual terms of the instruments do not give rise to a financial liability. For instruments that may be settled in the Company’s own equity instruments, the Company assesses whether the arrangement will be settled by exchanging a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments.
Equity instruments are initially measured at the fair value of the consideration received or, where issued in exchange for services, at the fair value of the instruments granted at the grant date or issuance date, as applicable. Amounts recognized in respect of equity instruments are recorded directly in equity, net of any directly attributable transaction costs.
F-18
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Payable
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial period which are unpaid. Accounts payable are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
The Company’s accounts payable mainly represent amounts due to vendors, including independent third party and related parties, who delivered the consultancy services. Other payables mainly represent accruals, VAT and other taxes payable.
Financial Risk Factors
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The main types of risks are credit risk, liquidity risk and market risk. These risks arise from the normal course of operations, and all transactions are undertaken as a going concern. The type of risk exposure and the way in which such exposure is managed is as follows:
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation to the Company, resulting in a financial loss. The Company is exposed to credit risk primarily from cash and cash equivalents, trade and other receivables, loan receivables and amounts due from counterparties. The Company manages credit risk by monitoring counterparty credit quality, assessing collectability of receivables and maintaining cash balances with financial institutions and custodians that management believes are creditworthy.
As of December 31, 2025, two customers accounted
for more than
Cash and cash equivalents are placed with credit-worthy financial institutions with high credit ratings assigned by international credit-rating agencies and therefore credit risk is limited. The Company has adopted procedures for extending credit terms to customers and monitoring its credit risk. Credit evaluations are performed on customers requiring credit over a certain amount. Before accepting any new customer, the Company carries out research on the credit risk of the new customer and assesses the potential customer’s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed when necessary.
Financial instruments, which potentially subject
the Company to concentration of credit risk, consist primarily of cash deposits and accounts receivable. The Company minimizes the concentration
of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. For the cash deposit
in the traditional banks in Italy, cash balances in excess of the amount covered by the statutory Deposit Guarantee Scheme in Italy (i.e.,
EUR
F-19
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Credit Risk (continued)
As of December 31, 2025 and 2024, we had cash
deposits in a non-traditional bank, Wise Europe SA, amounting to €
As of December 31, 2025, the Company also held
cash deposits in a US commercial bank Axos Bank and Terra Bank, amounting to €
As of December 31, 2025, the Company also held
cash deposits in a U.S. commercial bank, Terra Bank, amounting to less than $
The Company’s current credit risk-grading framework comprises the following categories:
| Category | Description | Basis of recognizing estimated Credit Loss (“ECL”) | ||
Digital Asset Concentration and Custody Risk
In addition, the Company may be exposed to risks associated with the custody, safeguarding and control of digital assets, including risks of loss, theft, cyberattack, private key compromise, unauthorized access, fraud, technological failure or the failure of third-party custodians or service providers. The Company’s ability to access, transfer or recover digital assets may depend on the continued effectiveness of its internal controls, wallet management procedures and third-party custody arrangements. Any loss of access to private keys, failure of custody arrangements or breach of security could result in the loss of digital assets and could have a material adverse effect on the Company’s financial position and results of operations. A significant portion of the Company’s assets is concentrated in SOL, a digital asset subject to significant price volatility.
Certain digital assets may be determined by regulatory authorities to constitute securities or other regulated financial instruments. If any digital assets held or transacted by the Company are determined to be securities, the Company may become subject to additional regulatory requirements, restrictions, reporting obligations or enforcement risk. Depending on the nature and extent of the Company’s digital asset activities, such developments could also affect the Company’s status under applicable securities laws, including whether it may be required to register as an investment company or qualify for an exemption from such registration.
F-20
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure, as much as possible, that it maintains sufficient cash, cash equivalents and other liquid assets, and has access to available funding sources, to meet its liabilities when due.
In managing liquidity risk, the Company monitors forecast and actual cash flows, expected cash requirements, available financing sources, and the liquidity characteristics of its assets, including any digital assets held by or on behalf of the Company. Digital assets may be subject to liquidity risk due to market volatility, limited trading volumes, exchange or platform disruptions, transfer restrictions, network congestion, regulatory developments, or other factors that may affect the Company’s ability to convert such assets into cash on a timely basis or at expected values.
The Company may also be exposed to liquidity risks related to assets held with custodians, exchanges, wallet providers or other third-party service providers, including risks relating to access, control, withdrawal limitations, platform suspensions, insolvency or operational failure of a service provider, or other restrictions that could delay or prevent the Company from accessing or liquidating assets when needed.
Certain digital assets may be subject to contractual, technological or protocol-based restrictions on use or transfer, including assets held in locked wallets, staking arrangements, vesting arrangements, escrow arrangements, smart contracts or other arrangements that may limit the Company’s ability to access, transfer, pledge, sell or otherwise use such assets to meet short-term liquidity needs. The Company considers such restrictions when assessing the availability of digital assets for liquidity management purposes.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, digital asset prices and other market variables, will affect the Company’s income or the value of its holdings of financial and non-financial assets.
The Company is exposed to market risk in the ordinary course of business, including interest rate risk and, to the extent the Company holds digital assets, price volatility risk associated with those digital assets. Digital asset markets have historically experienced significant price volatility and may be affected by changes in market demand, investor sentiment, technological developments, regulatory actions, exchange or platform disruptions, cybersecurity incidents, and broader macroeconomic conditions. A decline in the market value of digital assets held by the Company could adversely affect the Company’s financial position and results of operations.
Interest Rate Risk
Interest rate risk is the risk that changes in market interest rates will affect the Company’s income, cash flows or the fair value of its financial instruments. The Company’s exposure to interest rate risk primarily relates to its interest-bearing borrowings and cash balances.
The Company’s borrowings are fixed-rate instruments and, therefore, changes in market interest rates do not affect the Company’s contractual interest payments or cash flows on those borrowings. However, changes in market interest rates may affect the fair value of fixed-rate borrowings. Given the nature and amount of the Company’s debt and interest-bearing assets, management believes that the Company’s exposure to interest rate risk is not material.
F-21
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency Exchange Risk
The functional currencies of the Company and its subsidiaries are based on the primary economic environment in which each entity operates. The majority of the Company’s cash flows, financial assets and liabilities are denominated in U.S. dollars, euros and Macedonian denars. The Company’s presentation currency is the euro. Currency risk is limited to the proportion of our business transactions denominated in currencies other than the euro, primarily for capital expenditures, potential future debt, if any, and various operating expenses such as salaries and professional fees. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.
Deferred Offering Costs
Deferred offering cost means any fees, commissions, costs, expenses, concessions and other amounts payable to any party, including, without limitation, brokers, underwriters, advisors (accounting, financial, legal and otherwise) and any consultants, in connection with the Company’s initial public offering of Class B Ordinary Shares (“Offering Shares”).
Property and Equipment
Property and equipment are measured at cost less
accumulated depreciation and impairment losses. Cost includes directly attributable expenditures and, where applicable, capitalized borrowing
costs. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets from the date they are available
for use: (i) office equipment:
Property and equipment as of December 31, 2025 and 2024 are reported under the line item other non-current assets in the statement of financial position.
Depreciation expense for the years ended December
31, 2025, 2024, and 2023 amounted to €
Impairment of Goodwill, Intangible Assets and Other Non-Financial Assets
Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill is tested for impairment at the level of the cash-generating unit, or group of cash-generating units, expected to benefit from the business combination in which the goodwill arose.
At each reporting date, the Company assesses whether there are indicators that other non-financial assets, including property and equipment, right-of-use assets and finite-lived intangible assets, may be impaired. If any such indicator exists, the Company estimates the recoverable amount of the individual asset or, where the asset does not generate independent cash inflows, the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal is determined based on available market information, recent transactions or valuation techniques, as applicable. Value in use is determined based on the present value of estimated future cash flows expected to be derived from the asset or cash-generating unit. For purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
F-22
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Impairment of Goodwill, Intangible Assets and Other Non-Financial Assets (continued)
An impairment loss is recognized in profit or loss when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses recognized for goodwill are not reversed in subsequent periods. Impairment losses recognized for non-financial assets other than goodwill are reviewed at each reporting date for possible reversal when there has been a change in the estimates used to determine the recoverable amount. Any reversal is limited so that the revised carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized in prior periods.
The Company performed its impairment assessments and determined that impairment losses were required to be recognized for the years ended December 31, 2025 and 2024. No impairment losses were recognized for the year ended December 31, 2023. Details of impairment losses recognized are disclosed in Note 7 – Impairment of Non-Financial Assets.
Share-Based Compensation
The Company accounts for share-based payment arrangements in accordance with IFRS 2, Share-based Payment. The Company may grant share options, share awards, restricted share units, warrants or other equity-based instruments to directors, officers, employees, consultants and other service providers.
Equity-settled share-based payment awards are measured at the fair value of the equity instruments granted at the grant date. The fair value of share options and warrants is estimated using an appropriate option-pricing model, such as the Black-Scholes model, considering, as applicable, the exercise price, expected volatility, expected term, expected dividends, risk-free interest rate and the market price of the Company’s shares at the grant date. The fair value of share awards is generally based on the market price of the Company’s shares at the grant date.
The fair value of equity-settled awards is recognized as share-based compensation expense over the applicable vesting period, with a corresponding increase in equity. Each vesting tranche is treated as a separate award with its own vesting period and grant date fair value. For awards that vest immediately, the full amount of the grant date fair value is recognized as expense on the grant date, unless the award is directly attributable to a qualifying capital transaction or asset acquisition, in which case the amount is capitalized in accordance with the applicable IFRS Accounting Standard.
The Company estimates the number of awards expected to vest based on service and non-market performance vesting conditions and revises those estimates at each reporting date. Compensation expense is adjusted prospectively for changes in the number of awards expected to vest. If an award does not vest because a service condition or non-market performance condition is not satisfied, any previously recognized expense is reversed. However, no reversal is made for awards that have vested, even if the vested awards are subsequently forfeited, expire unexercised or are not exercised.
The Company accounts for modifications, amendments, cancellations or settlements of share-based payment awards in accordance with IFRS 2. If the terms of an equity-settled award are modified and the modification increases the fair value of the award or is otherwise beneficial to the holder, the incremental fair value is recognized over the remaining vesting period or immediately if the award is fully vested. If a modification reduces the fair value of an award, the Company continues to recognize the original grant date fair value, subject to the original vesting conditions.
F-23
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenues
The Company recognizes revenue in accordance with IFRS 15, Revenue from Contracts with Customers. Revenue is measured based on the consideration specified in a contract with a customer and is recognized when, or as, control of the promised goods or services is transferred to the customer.
The Company’s revenue streams include commercial revenue from the operation of its professional sports teams, including sponsorship, advertising, brand promotion and other commercial arrangements; matchday and related event revenue, if applicable; player registration and transfer-related income, where applicable; and digital asset revenue, including SOL staking rewards.
Sponsorship, advertising, brand promotion and other commercial revenue is recognized when the related services are provided or over the term of the related agreement, depending on the nature of the performance obligations. Revenue settled through non-cash or in-kind consideration is measured at the fair value of the consideration received or receivable.
Matchday and event-related revenue, if applicable, is recognized when the relevant match or event takes place. Player registration and transfer-related income, where applicable, is recognized when the Company has satisfied its obligations under the relevant agreement and control of the player registration rights or related economic rights has transferred.
Staking rewards are generated from the Company’s participation in Solana network validation activities through delegation of SOL to validators. Staking rewards are recognized when the applicable network epoch has been completed, the reward has been confirmed by the Solana network and the Company obtains control of the rewards, which generally occurs when the rewards are credited or otherwise made available to the Company’s wallet or custodial account. Prior to confirmation, the amount of staking rewards, if any, is variable and subject to validator performance, network conditions, protocol rules and other factors outside the Company’s control. Staking rewards are measured at the fair value of SOL received or receivable using observable market prices or other market-based reference rates as of the date the Company obtains the right to the reward.
A contract asset represents the Company’s right to consideration for goods or services transferred to a customer when that right is not yet unconditional and is assessed for impairment in accordance with IFRS 9. A receivable represents an unconditional right to consideration. A contract liability represents the Company’s obligation to transfer goods or services for which consideration has been received or is due from the customer. Contract assets and contract liabilities relating to the same contract are presented on a net basis.
Segment Reporting
The Company determines its operating segments based on the information reviewed by the chief operating decision maker (“CODM”) for purposes of allocating resources and assessing performance. The Company’s CODM is the Chief Executive Officer.
During the year ended December 31, 2025, following
the Company’s strategic shift toward digital asset treasury and infrastructure activities, the CODM began reviewing discrete financial
information for the Company’s digital asset treasury activities separately from its legacy sports portfolio activities. Accordingly,
the Company determined that it has
| ● | Digital Assets Treasury Segment |
| ● | Legacy Sports Portfolio |
F-24
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segment Reporting (continued)
The Digital Asset Treasury and Infrastructure segment includes the Company’s SOL treasury, staking, validator and related digital asset activities. The Legacy Sports Portfolio segment includes the Company’s historical professional sports team operations, including sponsorship, advertising, matchday and other sports-related commercial activities.
Our revenue has been disaggregated into categories
that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
| 2025 | 2024 | 2023 | ||||||||||
| Digital asset treasury | € | € | € | |||||||||
| Legacy Sport Portfolio | ||||||||||||
| Total | € | € | € | |||||||||
Leases
The Company applies IFRS 16 to all leases at inception or upon modification, unless the contract is reassessed due to changes in terms and conditions.
The Company applies the recognition exemptions for:
| ● | Short-term leases (lease term of 12 months or less and no purchase option); and |
| ● | Leases of low-value assets |
Payments for these leases are recognized as an expense on a straight-line basis over the lease term.
As of December 31, 2025, the Company only maintains short term leases with third-party lessors. No lease was accounted for under IFRS 16.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/(loss) before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
F-25
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Taxation (continued)
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
Intangible Assets
Goodwill
Goodwill is monitored by management at the level of each operating segment. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). Goodwill is measured as described in the Business Combinations section above. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Intangible Assets
Player contracts, broadcasting rights, brands,
and customer relationships were acquired as part of a business combination.
| Player contracts | |
| Brands | |
| Broadcasting rights | |
| Season ticket holders | |
| Advertising |
NOTE 3 —SPORTS PORTFOLIO ACQUISITIONS AND DISCONTINUED OPERATIONS
Juve Stabia
On June 20, 2025, Brera Holdings completed the
acquisition of a
| ● | First Closing – On December 31, 2024, the Company issued
Class B Ordinary Shares, valued at 5 /share, currency converted at . 4/EUR ( |
| ● | € |
F-26
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
| ● | € |
| ● | Second Closing – On January 10, 2025, the Company issued
|
| ● | € |
| ● | € |
| ● | Third Closing – On February 11, 2025, the Company did
not issue any Class B Ordinary Shares (ownership increased to |
| ● | € |
| ● | Final Closing – On June 20, 2025, the Company issued |
| ● | € |
| ● | € |
Prior to the company being a consolidated entity-
the company had a total investment of EUR
The total purchase consideration for the acquisition
of S.S. Juve Stabia S.r.l., based on the contractual terms, amounted to €
The initial share purchase agreement for the acquisition of S.S. Juve Stabia S.r.l. included a contingent earn-out payable in shares if the Club achieved promotion. The earn-out period expired prior to the completion of the acquisition without the contingency being met; therefore, the earn-out arrangement was no longer applicable and was excluded from the purchase consideration at acquisition.
Management assessed that the acquired set of activities and assets constitutes a business as defined in IFRS 3 Appendix A, as Juve Stabia has inputs and processes capable of producing outputs. Accordingly, the transaction has been accounted for as a business combination using the acquisition method. We determined that this transaction is a business combination achieved in stages, or a step acquisition as discussed in paragraph 42 of IFRS 3. In a step acquisition, IFRS 3 defines the acquisition date as the date the acquirer obtains control of the acquiree. In a business combination effected by a sale and purchase agreement, this is generally the specified closing or completion date. While IFRS also defines control as having a majority of board seats or decision-making authority, our Company has no board seats and no decision-making authority for Juve Stabia until the final closing on June 20, 2025. Therefore, our consolidated financial statements include the accounts of Juve Stabia beginning on June 20, 2025. Prior to that, investment in Juve Stabia is accounted for using the equity method.
The acquisition of Juve Stabia is expected to strengthen the Company’s presence in the European football market, enhance brand recognition, and provide access to new sponsorship, merchandising, and broadcasting opportunities.
F-27
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
The Company recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in Juve Stabia, the Company elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. This approach was considered appropriate as the transaction was negotiated and valued on a controlling interest basis, and no separate observable market data or valuation inputs were available to reliably measure the fair value of the minority interest. Accordingly, the proportionate share method was determined to be the most appropriate and reliable measure in the circumstances. See Note 2 Business Combinations for the Company’s accounting policies for business combinations.
Non-controlling interest was measured at its proportionate
share of the acquiree’s net identifiable assets, including deferred tax liabilities. The fair value of the identifiable net assets
after deferred taxes and long-term debt was approximately €
IFRS 3 Purchase Price Allocation of Juve Stabia
Purchase Price Allocation June 20, 2025 | ||||
| Net Tangible Assets | ||||
| Current assets | € | (*) | ||
| Current liabilities minus short term debt | ( | ) | ||
| Net working capital | ( | ) | ||
| Fixed assets, net | ||||
| Other assets | ||||
| Deferred tax liability | ( | ) | ||
| Total tangible asset allocation | € | ( | ) | |
| Identifiable Intangible Assets | ||||
| Player contracts | € | |||
| Broadcasting rights | ||||
| Brand | ||||
| Advertising | ||||
| Season ticket holders | ||||
| Total identifiable intangible assets | € | |||
| Implied goodwill | ||||
| Total economic goodwill | ||||
| Business Enterprise Value (BEV) | ||||
| Long-term debt | € | ( | ) | |
| Non-controlling interest | ( | ) | ||
| Total Purchase Price | € | (**) | ||
| (*) |
| (**) |
F-28
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
While the contractual consideration for the Juve
Stabia acquisition totaled €
As a result, the PPA represents the fair value
of the entire business, not just the
The fair values of identifiable assets and liabilities were determined using a combination of the income, market, and cost approaches, as appropriate based on the nature of each asset and liability. The amounts presented above represent the final fair values of the assets acquired and liabilities assumed as of June 20, 2025, the acquisition date.
Management has completed its purchase price allocation and concluded that no measurement period adjustments were required under IFRS 3. Accordingly, the values recognized reflect management’s final determination of fair value at the acquisition date. The fair value of the equity consideration issued was determined using quoted market prices of the Company’s publicly traded shares on the respective measurement dates and is classified as a Level 1 input under IFRS 13. The fair value of identifiable intangible assets, including brand, player contracts, broadcasting rights, advertising relationships, and season ticket holders, was determined using valuation techniques under the income and cost approaches and is classified as Level 3 inputs, as these valuations incorporate significant unobservable inputs, including projected revenues, discount rates, royalty rates, and asset-specific assumptions.
The valuation of identifiable tangible and intangible assets reflects the application of appropriate valuation methodologies and assumptions, including projected revenues, operating performance, discount rates, royalty rates, and useful lives, which have been assessed for reasonableness and consistency with the overall enterprise value and the valuation of the previously held interest, which was supported by an independent valuation prepared as of the acquisition date.
The total consideration transferred of €
The related deferred tax liability arising from the recognition of identifiable intangible assets has been measured based on the applicable statutory tax rates and the differences between the financial reporting bases and tax bases of the assets acquired.
F-29
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
During the year ended December 31, 2025, the carrying
value of the related asset was reduced as a result of an impairment. Accordingly, the associated deferred tax liability was reduced to
EUR
Changes in assumptions reflected in subsequent analyses relate to post-acquisition conditions and are accounted for under the applicable standards (e.g., IAS 36), rather than as measurement period adjustments under IFRS 3.
On December 1, 2025, SS Juve Stabia Srl completed
a capital increase pursuant to an Extraordinary Shareholders’ Meeting, at which Brera Holdings Public Limited Company contributed
€
In connection with the capital increase, XX Settembre
Holding S.r.l. formally waived its pre-emption rights, resulting in Brera Holdings subscribing for all newly issued shares. As a result,
Brera Holdings’ ownership interest increased from approximately
Because Brera Holdings already controlled Juve Stabia prior to the transaction, the increase in ownership interest did not result in a change of control. Accordingly, the transaction was accounted for as an equity transaction in accordance with IFRS 10.B96–B99. The non-controlling interest was derecognized at its carrying amount, and the difference between the consideration paid and the carrying amount of the non-controlling interest was recognized directly in equity attributable to owners of the parent.
As a result of this transaction, no non-controlling
interest remains as of December 1, 2025, and
The preparation of the purchase price allocation and related accounting conclusions requires management to make significant estimates and assumptions. Key areas of judgment include the determination of the acquisition date and assessment of control under IFRS 10, the fair value measurement of consideration transferred and previously held interests, and the valuation of identifiable intangible assets using income-based approaches. These valuations require assumptions related to projected revenues, operating performance, discount rates, royalty rates, and asset useful lives. In addition, management applied judgment in determining the appropriate tax rate and assessing the recognition of deferred tax liabilities arising from temporary differences. While these estimates are based on management’s best information as of the acquisition date, actual results may differ from those assumptions.
F-30
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
The goodwill recognized in connection with the acquisition primarily represents the expected future economic benefits arising from assets that are not separately identifiable. These benefits include anticipated synergies from integrating Juve Stabia into the Company’s broader football platform, including enhanced commercial opportunities through sponsorships, merchandising, and broadcasting arrangements. Goodwill also reflects expected improvements in sporting performance and league positioning, which are expected to drive increased matchday revenues, media rights income, and overall brand value. In addition, goodwill captures the value of the assembled workforce, management expertise, and the ability to leverage the Company’s existing infrastructure, relationships, and strategic initiatives across its football portfolio. Further, goodwill includes potential upside from participation in higher-tier competitions and expansion of the Club’s presence in the European football market, which are not separately recognized as identifiable intangible assets.
The valuation of goodwill and identifiable intangible assets is inherently subject to estimation uncertainty and is sensitive to changes in key assumptions, including projected revenues, discount rates, royalty rates, and long-term growth expectations. Changes in these assumptions could result in materially different fair value measurements. For example, increases in discount rates or reductions in projected revenues or growth rates would generally result in lower valuations, while more favorable assumptions would have the opposite effect. These assumptions are particularly sensitive to the Club’s future sporting performance and league status, as adverse outcomes (such as relegation) could negatively impact revenues, sponsorship opportunities, and overall financial performance. Management has performed sensitivity analyses over these key inputs and concluded that the assumptions applied are reasonable and supportable in the context of the overall valuation.
Below represents the profit or loss of Juve Stabia since the acquisition date included in the condensed consolidated statement of profit or loss for the year ended December 31, 2025
December 31, 2025 | ||||
| Revenue | € | |||
| Operating expenses | ||||
| Equity based expense and warrants | ||||
| General and administrative expenses | ||||
| Impairment of non-financial assets | ||||
| Total operating expenses | ||||
| Operating loss | ( | ) | ||
| Other income (expense): | ||||
| Interest expense | ( | ) | ||
| Other income | ||||
| Total other income, net | € | |||
| Loss before income taxes | € | ( | ) | |
| Provision for income taxes | ||||
| Net loss | € | ( | ) | |
F-31
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
The following unaudited pro forma profit and loss of the Company for the year ended December 31, 2025 give effect to the XX Settembre Agreement as if they had occurred on January 1, 2025
| Historical Brera Holdings PLC(*) | Historical Juve Stabia (**) | Unaudited Pro Forma Adjustments (***) | Unaudited Pro Forma Combined | |||||||||||||
| Revenue | € | € | € | € | ||||||||||||
| Operating expense | ||||||||||||||||
| Equity based expenses and warrants | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Impairment of non-financial assets | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income | ||||||||||||||||
| Total other income | ||||||||||||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||
| Net loss | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Attributable to the Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||
| Total comprehensive loss | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Weighted average shares outstanding - basic and diluted: | ||||||||||||||||
| Ordinary shares - Class A | ||||||||||||||||
| Ordinary shares - Class B | ||||||||||||||||
| Net loss per share from continuing operations - basic and diluted | ||||||||||||||||
| Ordinary shares - Class A | ( | ) | ( | ) | ||||||||||||
| Ordinary shares - Class B | ( | ) | ( | ) | ||||||||||||
| Net loss per share from discontinued operations - basic and diluted | ||||||||||||||||
| Ordinary shares - Class A | ( | ) | ( | ) | ||||||||||||
| Ordinary shares - Class B | ( | ) | ( | ) | ||||||||||||
| (*) |
| (**) |
| (***) |
F-32
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Juve Stabia (continued)
The following unaudited pro forma profit and loss of the Company for the year ended December 31, 2024 give effect to the XX Settembre Agreement as if they had occurred on January 1, 2024
| Historical Brera Holdings PLC | Historical Juve Stabia | Unaudited Pro Forma Adjustments (*) | Unaudited Pro Forma Combined | |||||||||||||
| Revenue | € | € | € | € | ||||||||||||
| Operating expense | ||||||||||||||||
| Equity based expenses and warrants | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Impairment of non-financial assets | - | |||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income | ||||||||||||||||
| Total other income | ||||||||||||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | - | |||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||
| Net loss | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Attributable to the Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||||
| Total comprehensive loss | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Weighted average shares outstanding - basic and diluted: | ||||||||||||||||
| Ordinary shares - Class A | ||||||||||||||||
| Ordinary shares - Class B | ||||||||||||||||
| Net loss per share from continuing operations - basic and diluted | ||||||||||||||||
| Ordinary shares - Class A | ( | ) | ( | ) | ||||||||||||
| Ordinary shares - Class B | ( | ) | ( | ) | ||||||||||||
| Net loss per share from discontinued operations - basic and diluted | ||||||||||||||||
| Ordinary shares - Class A | ( | ) | ( | ) | ||||||||||||
| Ordinary shares - Class B | ( | ) | ( | ) | ||||||||||||
| (*) |
F-33
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Disposal of UYBA
Our percentage ownership in UYBA was reduced from
approximately
On June 17, 2025, we entered into a Private Agreement
with various parties under which we sold our entire interest to Selene Sas Di Immobiliare, Luna Srl “Selene”. Pursuant to
the Private Agreement, among other things, (i) the Advertising Concession Agreement between Brera Milano and UYBA was terminated and no
longer in effect in exchange for a payment of €
In connection with the sale, the parties executed a private sale agreement that replaces all prior arrangements among Brera Holdings PLC, Brera Milano S.r.l., and UYBA S.r.l. The agreement confirms that Mr. Pirola’s personal guarantees remain his responsibility after the transfer, and that all parties have mutually waived any existing or potential claims against one another.
An assessment under IAS 24.9 was performed to
determine whether Selene is a related party. Ms. Luna Pirola is the daughter of Brera board member Mr. Pirola, owns
| ● | The sale price of € |
| ● | No preferential terms, guarantees, or side agreements were granted to the buyer; |
| ● | The transaction was approved through appropriate governance channels. |
| ● | The transfer occurred as part of Brera’s strategic divestment of non-core, loss-making assets. |
Prior to disposal, Brera Holdings PLC settled
the €
As a result of the transaction, the Company lost control over UYBA, which had previously been consolidated as a subsidiary. Following the sale, the Company no longer holds any equity interest in UYBA and therefore ceased consolidating its financial results as of June 17, 2025.
F-34
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Disposal of UYBA (continued)
At the date control was lost, UYBA had total assets
of approximately €
June 17, 2025 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | € | |||
| Trade and other receivables | ||||
| Inventory | ||||
| Deposits and prepayments | ||||
| Total current assets | ||||
| Non-current assets: | ||||
| Property and equipment | ||||
| Right-of-use assets, net | ||||
| Goodwill | ||||
| Intangible assets | ||||
| Total assets | € | |||
| LIABILITIES AND NET DEFICIT | ||||
| Current liabilities | ||||
| Trade and other payables | € | |||
| Deferred revenue | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Bank overdraft | ||||
| Total current liabilities | ||||
| Non-current liabilities | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Total non-current liabilities | ||||
| Total liabilities | ||||
| Net deficit | € | ( | ) | |
The transaction resulted in a loss on disposal
of €
Because the sale represented the divestment of a separate major line of business, the results of UYBA have been classified and presented as discontinued operations in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Accordingly, the Company’s consolidated statements of profit or loss for all prior periods presented have been retrospectively restated to separately present the results of continuing and discontinued operations. Comparative information in the notes to the financial statements has also been updated, where applicable, to reflect this presentation.
The sale of UYBA completed the Company’s divestment from the volleyball operations segment. The Company does not retain any ownership interest, management role, or continuing involvement in UYBA following the transaction.
F-35
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Disposal of UYBA (continued)
See the tables below for the summary of assets and liabilities of UYBA classified as discontinued operations as of and for the periods presented
December 31, 2024 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | € | |||
| Accounts receivable and other receivables, net | ||||
| Inventory | ||||
| Deposits and prepayments | ||||
| Total current assets of discontinued operations | ||||
| Non-current assets: | ||||
| Property and equipment | ||||
| Right-of-use assets, net | ||||
| Goodwill | ||||
| Intangible assets | ||||
| Total assets of discontinued operations | € | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities | ||||
| Trade and other payables | € | |||
| Deferred revenue | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Bank overdraft | ||||
| Total current liabilities of discontinued operations | ||||
| Non-current liabilities | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Total non-current liabilities of discontinued operations | ||||
| Total liabilities of discontinued operations | € | |||
F-36
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Disposal of UYBA (continued)
See the tables below for the summary of statement of operations of UYBA classified as discontinued operations as of and for the periods presented
December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| Revenue | € | € | € | |||||||||
| Operating expenses | ||||||||||||
| Equity-based expenses and warrants | ||||||||||||
| General and administrative expenses | ||||||||||||
| Impairment of non-financial assets | ||||||||||||
| Total operating expenses | ||||||||||||
| Other income (expense): | ||||||||||||
| Interest income (expense) | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ( | ) | ||||||||||
| Net gain/loss on disposal of subsidiary | ( | ) | ||||||||||
| Total other expenses, net | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Provision for income taxes | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net cash provided by (used in) operating activities from discontinued operations | € | ( | ) | € | € | ( | ) | |||||
| Net cash provided by (used in) investing activities from discontinued operations | € | ( | ) | € | ( | ) | € | ( | ) | |||
| Net cash provided by (used in) financing activities from discontinued operations | € | € | ( | ) | € | - | ||||||
NOTE 4 – REVENUES, DEFERRED REVENUES AND SEGMENTS
Revenues
For the year ended December 31, 2025 the Company received revenue from digital assets treasury strategies launched in the fourth quarter of 2025 through our treasury strategy and from its sports business. The Company generated revenues from its digital assets treasury strategies primarily in the form of SOL staking rewards, while sports portfolio included revenues from advertising and sponsorships, ticketing revenues and player transfer fees, and other minor activities.
For the year ended December 31, 2024 and 2023, the Company generated revenues only from its sports business, including advertising and sponsorships revenues, ticket sales, player transfer fees, and training fees.
Disaggregation of revenue
The following table shows the disaggregation of revenue for the periods presented:
| 2025 | 2024 | 2023 | ||||||||||
| Digital asset treasury | € | € | € | |||||||||
| Legacy Sport Portfolio | ||||||||||||
| Total | € | € | € | |||||||||
For the year ended December 31, 2025, two customers
individually accounted for approximately
F-37
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred revenue (continued)
Deferred revenue, also known as unearned revenue, represents amounts received or invoiced in advance of delivering goods or rendering services. These amounts are recognized as revenue when the performance obligations under the contracts are fulfilled.
The following is a summary of deferred revenue recorded by the subsidiaries:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Juve Stabia | € | € | ||||||
| Brera Milano | ||||||||
| FKAP | ||||||||
| Total | € | € | ||||||
Segments
The Company’s Chief Operating Decision Maker
(“CODM”), identified as the Chief Executive Officer, regularly reviews financial and operational information by business line
to assess performance and allocate resources. Based on the current internal reporting structure and in accordance with IFRS 8, the Company
monitors its results across
| ● | Digital Asset Treasury: The Treasury segment manages the Company’s digital asset holdings and treasury strategy, with activities primarily consisting of staking rewards from digital assets. |
| ● | Legacy Sport Portfolio: The Sport Portfolio segment includes the Company’s multi-club ownership strategy and related operations. Activities include ownership and management of sports clubs and generation of revenues from competition prizes, sponsorships, player transfers, and sports-related advisory and consulting services. |
The CODM evaluates the performance of operating segments based on segment operating income (loss), which reflects revenues less directly attributable operating expenses. Segment operating income (loss) excludes income taxes, finance income and expense, and other non-operating items, as these are not allocated to the segments and are managed at the corporate level. The CODM reviews segment results on a periodic basis, including comparisons of current period performance to prior periods. The CODM reviews assets and liabilities on a consolidated basis and does not evaluate segment assets or segment liabilities for purposes of assessing segment performance or allocating resources. Accordingly, segment asset and liability information is not presented. Depreciation and amortization expense and impairment charges related to segment-specific assets are provided to the CODM to the extent such amounts are included in segment operating income or loss.
We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific assets, as these are included in segment operating income (loss).
Accounting policies associated with our operating segments are the same as those previously described in Note 2, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are not eliminated in consolidations.
F-38
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Segments (continued)
The below table reconciles segment income (loss) to consolidated income (loss) before income taxes for the periods presented:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||
| Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | ||||||||||||||||||||||||||||
| Revenues | € | € | € | € | € | € | € | € | € | |||||||||||||||||||||||||||
| Share based compensation | ||||||||||||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||||||||||||
| Impairment of non-financial assets | ||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Interest income (expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other income (expense) | ( | ) | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | € | ( | ) | € | ( | ) | € | ( | ) | € | € | ( | ) | € | ( | ) | € | € | ( | ) | € | ( | ) | |||||||||||||
Revenues by geographical location are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Europe | € | € | € | |||||||||
| Other | ||||||||||||
| Total | € | € | € | |||||||||
Revenue generated from the Legacy Sport Portfolio is primarily derived from operations within Europe, reflecting the geographic concentration of that segment. Revenue generated from other locations primarily pertain to digital asset staking revenue which is inherently global in nature. This revenue is generated on a global basis and is not attributable to any specific geographic region.
NOTE 5 – EQUITY BASED COMPENSATION
Equity-based compensation consists of the following categories:
| 2025 | 2024 | 2023 | ||||||||||
| Equity based compensation for strategic advisors | € | € | € | |||||||||
| Equity based compensation for other parties | ||||||||||||
| Restricted stock units, share options and restricted stock awards | ||||||||||||
| Warrant expenses | ||||||||||||
| Total | € | € | € | |||||||||
Equity-based compensation for strategic advisor
For the year ended December 31, 2025, the Company accounted for warrants granted to non-employee strategic advisors in respect of Class B ordinary shares, including pre-funded warrants and common warrants, as equity-settled share-based payment arrangements under IFRS 2. The awards were granted in exchange for advisory services and were measured at the fair value of the services received, or if that fair value was not reliably measurable, by reference to the grant-date fair value of the equity instruments granted. The resulting compensation cost is recognized in profit or loss over the relevant service period based on the expected vesting of the awards; market-based vesting conditions are reflected in the grant-date fair value, while expense for awards subject solely to service conditions is adjusted for actual and expected forfeitures, as applicable. Refer to Note 14, Share-based compensation, and Note 16, Related Parties Transactions, for more information on these expenses.
The Company recognized share-based payment expenses
of €
F-39
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses include the following categories:
| 2025 | 2024 | 2023 | ||||||||||
| Accounting, tax, and audit fees | € | € | € | |||||||||
| Legal fees | ||||||||||||
| Consulting and advisory fees | ||||||||||||
| Directors’ fees | ||||||||||||
| Compensation and benefits | ||||||||||||
| Player management expenses | ||||||||||||
| Travel and entertainment | ||||||||||||
| Insurance and medical benefit expenses | ||||||||||||
| Advertising and marketing expenses | ||||||||||||
| Provision for bad debts and other financial asset impairment | ||||||||||||
| Ticket and store expenses | ||||||||||||
| Office and supplies and administrative expenses | ||||||||||||
| Depreciation and amortization expense | ||||||||||||
| Utilities and rent | ||||||||||||
| Miscellaneous | ||||||||||||
| Total | € | € | € | |||||||||
NOTE 7 – IMPAIRMENT FOR NON-FINANCIAL ASSETS
The Company assesses an impairment of non-financial assets in accordance with IAS 36. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually and whenever indicators of impairment exist. Property and equipment, right-of-use assets and finite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Digital assets are assessed in accordance with the Company’s digital asset accounting policy.
For purposes of impairment testing, assets are tested individually or, where the asset does not generate cash inflows that are largely independent of other assets, at the cash-generating unit (“CGU”) level. The recoverable amount is the higher of fair value less costs of disposal and value in use. An impairment loss is recognized when the carrying amount of an asset or CGU exceeds its recoverable amount.
During the year ended December 31, 2025, the Company recognized impairment losses related to the following asset categories:
| December 31, | ||||
| 2025 | ||||
| Digital Assets | € | |||
| Intangible Assets and Goodwill | ||||
| Property and Equipment | ||||
| Total | € | |||
During the year ended December 31, 2025, the Company performed impairment assessments of the FKAP cash-generating unit (“FKAP CGU”) and the S.S. Juve Stabia cash-generating unit (“JS CGU”) in accordance with IAS 36. The FKAP CGU and JS CGU are administrative entities within the Legacy Sports Portfolio segment, as described in Note 4.
F-40
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Management identified impairment indicators for
the FKAP CGU, including declining revenues and cash flows and the decision to dissolve FKAP in 2026. Management also identified impairment
indicators for the JS CGU, including governance and regulatory issues affecting operations and cash flows, the withdrawal of minority
shareholder support, a regulatory-driven change to full ownership by the Company, increased financial risk concentration and the inherent
volatility of performance-driven football operations. As a result of these assessments, the Company recognized impairment losses of €
As of December 31, 2025, the classes of assets
within the FKAP CGU subject to impairment included goodwill, identifiable intangible assets, property and equipment and other CGU assets.
The recoverable amount of the FKAP CGU was determined to be , representing its value in use, which was measured using a discounted
cash flow model. The impairment loss was allocated first to fully write off goodwill of €
As of December 31, 2025, the classes of assets
within the JS CGU subject to impairment included goodwill and identifiable intangible assets. The recoverable amount of the JS CGU was
determined to be €
During 2025, management also assessed UYBA for impairment indicators under IAS 36. Prior to the May 2025 approval of the plan to dispose of UYBA, management considered UYBA’s historical losses and cash flow performance and concluded that such losses were consistent with the then-approved operating strategy and forecasts. No plan had been approved to discontinue or dispose of UYBA before its previously expected use. Accordingly, management did not identify a new impairment indicator requiring a separate quantitative impairment test for UYBA at prior reporting dates.
In May 2025, the Board approved a plan to dispose of UYBA, which represented a significant change in the expected manner of recovery of the related assets and therefore an impairment indicator under IAS 36. Immediately before classification as held for sale, management considered whether any impairment was required under IAS 36. Upon meeting the IFRS 5 held-for-sale criteria, the UYBA disposal group was measured at the lower of its carrying amount and fair value less costs to sell.
The sale of UYBA was completed on June 17, 2025
for nominal consideration of €
F-41
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – BASIC AND DILUTED LOSS PER SHARE
The Company computes net loss per share of Class A Ordinary Shares and Class B Ordinary Shares using the two class method. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding during the year to assume conversion of all potentially dilutive securities to ordinary shares. Because the Company has reported a net loss for each of the years ended December 31, 2025, 2024 and 2023, diluted net loss per ordinary share is the same as basic net loss per common share for such periods as the inclusion of any dilutive ordinary shares during these periods would result in the net loss per ordinary share calculation to be anti dilutive.
The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2025, 2024 and 2023, which includes both Class A Ordinary Shares and Class B Ordinary Shares:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Allocation of net loss from continuing operations between Class A and Class B Ordinary Shares | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Allocation of net loss from discontinued operations between Class A and Class B Ordinary Shares | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Denominator: | ||||||||||||||||||||||||
| Weighted average shares | ||||||||||||||||||||||||
| Basic and diluted net loss per share from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Basic and diluted net loss per share from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
F-42
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – DIGITAL ASSETS
During 2025, the Company began executing its Solana-based digital asset treasury and infrastructure strategy. The Company’s digital assets consist of SOL, the native cryptocurrency of the Solana blockchain. The Company’s digital assets may be acquired through purchases, received as consideration in financing transactions or other arrangements, and generated through staking activities.
The Company holds digital assets through digital wallets and custody arrangements, including arrangements with third-party service providers. Certain digital assets may be subject to staking, transfer or other restrictions that limit the Company’s ability to sell, transfer or otherwise access the assets during the applicable restriction period. For Locked SOL received in the PIPE transaction, the restrictions are associated with the specific wallet addresses and custody arrangements through which the assets are held, and the Company’s assessment considers whether the assets were restricted at the date the Company obtained control of the assets. The Company’s digital assets are subject to risks associated with digital asset markets, including price volatility, cybersecurity risk, custody risk, validator risk, regulatory risk, liquidity risk, counterparty risk and the risk of loss or limited access due to operational or technological failures.
The following table presents the Company’s digital asset holdings as of December 31, 2025. The Company did not hold any digital assets as of December 31, 2024:
| Quantity | Cost Basis | Carrying Value | ||||||||||
| SOL | ||||||||||||
| SOL, restricted | ||||||||||||
| Total digital assets | ||||||||||||
Restricted SOL represents SOL that is subject to vesting, transfer or other contractual restrictions. The Company does not have the ability to freely transfer, sell or unstake restricted SOL until the applicable vesting or unlock conditions have been satisfied. The Company considered the nature and duration of such restrictions, the expected vesting period, the liquidity of SOL, market volatility and other relevant market participant assumptions in determining the carrying value of Restricted SOL. Where applicable, management considered whether a discount for lack of marketability or other valuation adjustment was required.
The Company may stake unrestricted SOL through validators, including third-party validators and related-party validators, where applicable. Staked unrestricted SOL remains recognized as a digital asset of the Company when the Company retains beneficial ownership and the economic rights to the staked SOL and related staking rewards. Staking arrangements may be subject to lock-up, protocol, validator or custody restrictions, which may limit the Company’s ability to access or transfer the related SOL during the applicable period. Staking rewards are recognized in accordance with the Company’s revenue recognition and digital asset accounting policies.
The following table presents a reconciliation of the carrying value of the Company’s digital assets for the year ended December 31, 2025:
| 2025 | ||||
| SOL as of December 31, 2024 | € | |||
| In-kind SOL received from contributions | ||||
| Purchases of SOL | ||||
| Staking rewards | ||||
| Impairment of SOL | ( | ) | ||
| Forex translation adjustment | ( | ) | ||
| SOL carrying value as of December 31, 2025 | € | |||
F-43
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Solana Foundation Arrangement
As of December 31, 2025, the Company had a prepayment
for digital assets of €
The Company entered into an arrangement with the
Solana Foundation pursuant to which the Company acquired SOL at a
The Company considers the Solana Foundation to be a related party due to certain contractual arrangements, including participation rights and the right to appoint members to the Board of Directors.
Note 10 - INTANGIBLE ASSETS
Digital assets are presented separately in Note
9 – Digital Assets and are not included in the intangible assets balances below.
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Customer relationships | € | € | ||||||
| Broadcasting rights/sports titles/stadium lease | ||||||||
| Brand | ||||||||
| Player contracts | ||||||||
| Other | ||||||||
| Subtotal | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Net | ||||||||
| Goodwill | ||||||||
| Impairment of intangibles | ( | ) | ||||||
| Total | € | € | ||||||
The total amortization expense of intangible assets
for the years ended December 31, 2025, 2024 and 2023 were €
The cost of and amortization methods and periods used by the Company for customer relationships, broadcasting rights and other intangible assets are disclosed in Note 2 under Intangible Assets.
The asset’s useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
F-44
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – FINANCIAL ASSETS AND LIABILITIES
The following table sets out the financial assets as at the end of the reporting period:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Financial assets | ||||||||
| Cash | € | € | ||||||
| Accounts receivable and other receivables, net | ||||||||
| Receivable for private company shares | ||||||||
| Loans receivable* | ||||||||
| Total | € | € | ||||||
| * |
Any loss allowance for accounts receivables has
been measured at an amount equal to the lifetime ECL. The ECL on accounts receivables are estimated using a provision matrix by reference
to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are
specific to the debtors, and where relevant general economic conditions of the industry in which the debtors operate.
| Financial Asset at Amortized Cost | 12-Month or Lifetime ECL | Gross Carrying Amount EUR |
Loss Allowance EUR |
Net carrying Amount EUR | ||||||||||
| 2025 | ||||||||||||||
| Accounts receivables | Lifetime ECL - Not credit-impaired | |||||||||||||
| Other receivables | 12-month ECL | |||||||||||||
| 2024 | ||||||||||||||
| Accounts receivables | Lifetime ECL - Not credit impaired | |||||||||||||
| Other receivables | 12-month ECL | |||||||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Financial assets | ||||||||
| Opening ECL Allowance | ||||||||
| ECL allowance- Juve Stabia acquisition | ||||||||
| Increase in lifetime ECL - charged to profit or loss | ||||||||
| Write-offs during the year (against ECL) | ( | ) | ||||||
| Total ECL Allowance | ||||||||
During 2025, the total credit losses recognized
in profit or loss amounted to €
F-45
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table sets out the financial liabilities at the end of the reporting period:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts payable and long term payables | € | € | ||||||
| Accruals and other current liabilities | ||||||||
| Other long-term liabilities | ||||||||
| € | € | |||||||
Accounts payable and long term payables mainly represent amounts due to vendors, including independent third party and related parties, who delivered the consultancy services.
Accruals and other current liabilities represent
accrued expenses, VAT and other taxes payable. Included in the other liabilities is the derivative liability recorded by the Company in
relation to its contractual obligation to purchase SOL tokens. The derivative liability as of December 31, 2025 amounted to €
Other long-term liabilities amounted to €
Legal Matters and Contingencies
The Company is subject to legal proceedings, claims and regulatory matters that arise in the ordinary course of business. The Company recognizes a provision when it has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the reporting date. Where the effect of the time value of money is material, provisions are discounted to present value.
In connection with the Company’s disposal of UYBA in June 2025, the parties entered into a private sale agreement that replaced prior arrangements among Brera Holdings PLC, Brera Milano S.r.l. and UYBA S.r.l. The agreement provided that certain personal guarantees remained the responsibility of the relevant guarantor after the transfer and that the parties mutually waived existing or potential claims against one another. No separate legal contingency has been recognized in connection with the UYBA disposal.
As of December 31, 2025, the Company recognized
provisions totaling €
The provisions primarily relate to:
| ● | disputes with sports agents and player-related counterparties; |
| ● | employment-related claims, including unpaid wages and termination disputes; |
| ● | commercial disputes with service providers and consultants; and |
| ● | other minor legal matters. |
The provisions reflect management’s best estimate of the expenditure required to settle present obligations arising from past events, based on information available at the reporting date and consultation with external legal counsel.
In addition, the Company is involved in other
legal and contractual matters of a similar nature to those described above for which no provision has been recognized as of December 31,
2025 because management has concluded that an outflow of economic resources is not probable. While the potential exposure associated with
these matters has been estimated at approximately €
Lastly, Juve Stabia has been subject to judicial supervision by the Italian authorities in connection with investigations concerning alleged associations involving certain third parties. Management has been cooperating with the relevant authorities as they were completing their investigation. As of the reporting date, no loss contingency has been recorded because management does not believe a probable and estimable obligation exists.
F-46
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to year-end, the Company disposed of its entire equity interest in S.S. Juve Stabia S.r.l., including its debt, tax and other obligations. As part of the transaction, management believes the Company’s exposure to future obligations relating to these matters has been substantially reduced. The disposal has been treated as a non-adjusting subsequent event (See Note 18, Subsequent Events, for more details).
Except as disclosed above, the Company is not currently a defendant to any material legal proceedings, investigations or claims, and management is not aware of any other material commitments or contingent liabilities that require recognition or disclosure under IAS 37.
NOTE 12 – INCOME TAXES
The provision for income taxes differs from the amount that would have resulted in applying the combined federal statutory tax rate as follows:
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net loss before taxes for the period | ||||||||||||
| Permanent differences | ||||||||||||
| Expected income tax recovery at statutory income tax rates | ( | ) | ||||||||||
| Difference in tax rates, foreign exchange, and other | ||||||||||||
| Change in deferred tax assets not recognized | ( | ) | ||||||||||
| Income tax recovery | ||||||||||||
| Statutory income tax rate | % | |||
| Italy | % | |||
| Macedonia | % | |||
| Ireland - Trading income | % | |||
| Ireland - Non-trading income | % | |||
Temporary differences that give rise to the following deferred tax assets and liabilities at are:
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets/(liabilities) | ||||||||
| Net operating loss carryforwards | ||||||||
| Deferred tax assets not recognized | ( | ) | ( | ) | ||||
| Deferred tax on amortization of intangible assets | ( | ) | ||||||
| Net deferred tax asset/(liabilities) | ( | ) | ||||||
As of December 31, 2025 and 2024, the Company
has approximately $
F-47
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes
Ireland
Brera Holdings PLC is a holding company registered
in Ireland. The corporate tax rate for trading income in Ireland is
Italy
The Company conducts a majority of its business in Italy and is subject to tax in this jurisdiction. During the years ended December 31, 2025, 2024 and 2023, all taxable income (loss) of the Company is generated in Italy. As a result of its business activities, the Company files tax returns that are subject to examination by the Italian Revenue Agency.
Italian companies are subject to two enacted income taxes at the following rates:
| 2025 | 2024 | 2023 | ||||||||||
| IRES (state tax) | % | % | % | |||||||||
| IRAP (regional tax) | % | % | % | |||||||||
IRES is a state tax and is calculated on the taxable income determined on the income before taxes modified to reflect all temporary and permanent differences regulated by the tax law.
IRAP is a regional tax and each Italian region
has the power to increase the current rate of
For the years ended December 31, 2025, 2024 and 2023, the Company’s income tax expenses are as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Current tax expenses | ( | ) | ||||||||||
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Current tax expense | ||||||||||||
| (Loss) profit before tax for the year | ||||||||||||
| Expected income tax expense | ||||||||||||
| Current tax expense | ||||||||||||
| Deferred tax expense | ||||||||||||
| Origination and reversal of temporary differences | ( | ) | ||||||||||
| Recognition of previously unrecognized tax losses | ( | ) | ||||||||||
| Deferred tax expense (benefit) | ( | ) | ||||||||||
| Total income tax benefit | ( | ) | ||||||||||
North Macedonia
North Macedonian companies are subject to corporate
tax on their worldwide income. North Macedonian companies are companies incorporated in North Macedonia. Foreign companies are taxed in
North Macedonia on their profits generated from activities conducted through a permanent establishment in the country and on income from
North Macedonian sources. The corporate tax rate for trading income in North Macedonian is
F-48
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – SHARE CAPITAL AND OTHER RESERVES
SHARES ISSUED
The authorized share capital of the Company consists
of
2023 Initial Public Offering
In January 2023, our Company conducted an initial
public offering (the “Offering” or “IPO”) of
The Company also issued the Representative a warrant
to purchase up to
The IPO Shares were offered and sold, and the warrant issued to the Representative was issued pursuant to the Company’s Registration Statement on Form F 1 (File No. 333 268187), as amended (the “Registration Statement”), initially filed with the Commission on November 4, 2022, and declared effective by the Commission on January 26, 2023, and the final prospectus filed with the Commission on January 30, 2023 pursuant to Rule 424(b)(4) of the Securities Act. The IPO Shares, the warrant issued to Representative and the Class B Ordinary Shares underlying that warrant were registered as a part of the Registration Statement. The Company used the net proceeds from the IPO to fund the acquisition or management rights of football clubs; continue investment in social impact football; sales and marketing; as well as for working capital and general corporate purposes.
2024 Private Placements
Series A Preferred Shares: In December
2024, the Company completed two closings of a private placement offering of its securities selling
2024 Conversion of Shares
During the year ended December 31, 2024, the Company
converted
F-49
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2025 Private Placements
Ordinary Shares: On June 17, 2025, the
Company entered into subscription agreements with certain individual purchasers, pursuant to which the Company agreed to sell to such
Purchasers an aggregate of
Series A Preferred Shares: During the period
from February through March 2025, the Company entered into private placement agreements with investors whereby we issued
Series B Preferred Shares: During the period
from May through September 2025, the Company entered into private placement agreements with investors whereby we sold
2025 Conversion of Shares
During the year ended December 31, 2025, the Company
completed a series of share conversions in accordance with the terms of its governing agreements. On July 18, 2025 and October 24, 2025,
an aggregate of
September 2025 PIPE Transaction
In September 2025 the Company completed a private investment in public equity transaction, or PIPE Offering, pursuant to which the Company issued Class B Ordinary Shares, PIPE Common Warrants, PIPE Pre Funded Warrants, and certain additional warrants issued pursuant to related warrant purchase arrangements. The warrant instruments issued in connection with the PIPE Offering, including their key terms, classification, valuation methodology, and fair value assumptions, are described below.
The Company received the aggregate gross proceeds
of approximately €
The Company allocated the proceeds from the PIPE
Offering among the Class B Ordinary Shares, PIPE Common Warrants and PIPE Pre Funded Warrants on a relative fair value basis. For purposes
of the allocation, the Company used the estimated fair values of each instrument at the issuance date. The estimated fair value used for
the Class B Ordinary Shares was approximately €
Based on the relative fair value allocation, net
of transaction costs, approximately €
The Class B Ordinary Shares issued in connection with the PIPE Offering were recorded at nominal value of per share within Share Capital, with the excess proceeds, net of directly attributable transaction costs, recorded within Other Reserves. The warrant instruments issued in connection with the PIPE Offering were classified as equity instruments and recorded within Other Reserves. No subsequent fair value remeasurement is required for these equity classified instruments.
F-50
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 2025 PIPE Transaction (continued)
In connection with the September 2025 PIPE transaction,
the Company entered into a Strategic Advisory Agreement for the advisory services provided by the strategic advisors during the PIPE transaction
and for future advisory services and issued fully vested equity warrants in exchange for these services. The Company recorded €
Excess Issuance of Class B Ordinary Shares to Related Parties and others
In September 2025, the Company issued approximately
Class A Ordinary Shares to a Related Party
During the year ended December 31, 2025, the Company
did not properly cancel
2025 ATM transaction
In November 2025 the Company filed a registration
statement with the Securities and Exchange Commission for the at the market shares offering program (the “ATM”) under which
the Company may offer and sell Class B Ordinary shares for up to $
EQUITY WARRANTS ISSUED
Equity Warrants Issued to Unrelated Parties
2023 Revere Warrants
During the year ended December 31, 2023, the Company
issued a
During the years ended December 31, 2025, 2024 and 2023 the assumptions used in determining the fair value of the warrant issued to Revere were as follows:
| December 31, | December 31, | December 31, | ||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Expected term in years | ||||||||||||
| Risk free interest rate | % | % | % | |||||||||
| Annual expected volatility | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
Equity Warrants Issued to Investors in 2025 Private Placements
In connection with the private placements of
Series B Preferred Shares that occurred from May through September 2025, the Company issued warrants to investors to purchase Class B
Ordinary Shares. In total,
F-51
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Warrants Issued to Investors in 2025 Private Placements (continued)
September 2025 PIPE Common Warrants: In
connection with the PIPE Offering that was closed in September 2025, the Company issued Class B Ordinary Shares together with free standing
PIPE Common Warrants and PIPE Pre Funded Warrants. The Company issued an aggregate of
September 2025 PIPE Pre-Funded Warrants:
In connection with the PIPE Offering, the Company also issued
For purposes of allocating the proceeds of the
PIPE transaction, the Company estimated the fair values of the PIPE Common Warrants and PIPE Pre Funded Warrants at the issuance date.
The estimated fair value of the PIPE Common Warrants was approximately €
During the year ended December 31, 2025 and 2024, the assumptions used in the Black-Scholes model when determining the fair value of the warrants issued in relation to the pipe transaction were as follows:
| Common Warrants | Pre-Funded Warrants | |||||||
| Expected term in years | ||||||||
| Risk-free interest rate | % | % | ||||||
| Annual expected volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
Equity Warrants Issues to Related Parties
2024 and 2025 Boustead Private Placement Warrants
In December 2024, the Company issued
F-52
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2024 and 2025 Boustead Private Placement Warrants (continued)
In addition, the Company issued warrants to purchase
During the year ended December 31, 2025 and 2024, the assumptions used in the Black-Scholes model in determining the fair value of the warrants issued to Boustead and other placement agents were as follows:
December 31, 2025 | December 31, 2024 | |||||||
| Expected term in years | ||||||||
| Risk-free interest rate | % | |||||||
| Annual expected volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
2025 Boustead PIPE Placement Agent Warrants
On September 21, 2025 (the “grant date”)
in connection with the PIPE Offering described above, the Company issued three tranches of equity warrants to Boustead as consideration
for placement agent services in connection with a PIPE Offering. Upon issuance, the warrants were immediately exercisable (with an expiration
date on September 21, 2030) into Class B Ordinary Shares and may be exercised on either a cash or cashless (net share) basis at the election
of the holder. The warrants consisted of three tranches. Warrant FA 1 is exercisable at $
2025 PIPE Equity Warrants Issued to Strategic Advisors under the Strategic Advisory Agreement
In connection with the 2025 PIPE transaction in September 2025, the Company granted warrants to strategic advisors in connection with an advisory arrangement. The warrants were issued in multiple tranches, including pre-funded warrants, common warrants, and additional series warrants (S1 through S6). These instruments were granted as compensation for advisory and governance services and are accounted for as equity-settled share-based payments in accordance with IFRS 2 Share-based Payment. Refer to Note 5 for equity-based compensation expense details.
The pre-funded warrants consisted of
F-53
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2025 PIPE Equity Warrants Issued to Strategic Advisors under the Strategic Advisory Agreement (continued)
During the year ended December 31, 2025 the assumptions used in the Black Scholes model when determining the fair value of the warrants issued in relation to the strategic advisors agreement were as follows:
| Pre-Funded Strategic Advisors Warrants | Common Warrants 1 | |||||||
| Expected term in years | ||||||||
| Risk-free interest rate | % | % | ||||||
| Annual expected volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
The Company also granted
All warrants are classified as equity instruments as they are settled solely in the Company’s own shares and do not contain any contractual obligation to deliver cash or other financial assets. Although certain warrants include delayed exercisability or market based features, such provisions are treated as non vesting or market conditions and are incorporated into the grant date fair value rather than affecting classification.
Because the warrants were determined to be nonforfeitable
upon issuance and not subject to service or performance conditions that would defer recognition (other than market conditions for Common
Warrants 2, which are reflected in the grant date fair value), the Company recognized the full grant date fair value of these awards as
equity based expense upon issuance of these warrants. Accordingly, total compensation expense recognized in connection with these warrants
amounted to €
In estimating fair value under the Black-Scholes option pricing model, management applies certain assumptions, including:
Expected term in years: The term is based on the remaining contractual term of the warrant.
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the warrant grant.
Volatility: We estimate the expected volatility of the share price based on the corresponding volatility of our historical share price.
Dividend yield: We use a
Activity related to the warrants are as follows:
| Series A Shares |
Series B Shares |
Class B Shares |
||||||||||
| Outstanding, December 31, 2022 | ||||||||||||
| Granted during the year | ||||||||||||
| Outstanding, December 31, 2023 | ||||||||||||
| Granted during the year | ||||||||||||
| Outstanding, December 31, 2024 | ||||||||||||
| Granted during the year | ||||||||||||
| Exercised during the year | ( |
) | ( |
) | ( |
) | ||||||
| Outstanding, December 31, 2025 | ||||||||||||
F-54
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 2025 Amendment to the Strategic Advisor Warrants- Exercise Price Terms and Financial Statement Impact
On October 31, 2025,
the Company amended the Strategic Advisor Agreement to revise the exercise price terms of the Strategic Advisor Common Warrants 2. Prior
to the amendment, the exercise price was equal to the closing market price of the Class B Ordinary Shares on the trading day on which
the applicable performance threshold was achieved. Following the amendment, the exercise price was fixed at the applicable performance
threshold itself; accordingly, the exercise prices are $
The Company evaluated the amendment under IFRS 2, Share-based Payment, and reflected the amended exercise terms in its valuation of the Strategic Advisor Common Warrants 2 as of December 31, 2025 and concluded that no incremental expense is being recognized due to this amendment.
Equity Warrants Issued to Strategic Advisors and DM Purchaser under the PIPE Agreement
In connection with the
Securities Purchase Agreements entered into pursuant to the PIPE Offering, the Company also entered into a Warrant Purchase Agreement
with five investors. Pursuant to these arrangements, the Company issued warrants to purchase an aggregate of
During the year ended December 31, 2025, the assumptions used in the Black-Scholes model when determining the fair value of the warrants issued in relation to the PIPE transaction were as follows:
| S-1 to S-6 Warrants | ||||
| Expected term in years | ||||
| Risk-free interest rate | % | |||
| Annual expected volatility | % | |||
| Dividend yield | % | |||
For the year ended December 31, 2025, the Company
recognized a total of €
NOTE 14 – SHARE BASED COMPENSATION
Equity Incentive Plan
Effective October 26, 2022, our board of directors
adopted the Brera Holdings PLC 2022 Equity Incentive Plan (as amended, the “Plan”) authorizing a total of
As of December 31, 2025, there were
Under the Plan, during the years ended December 31, 2025 and December 2024 the Company also issued Restricted Share Awards, Restricted Share Units and Share Options to its employees, directors and consultants.
F-55
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Based Compensation
Restricted Stock Units, Restricted Share Awards and Other Share Awards
Restricted Share Awards: A share award is a grant of Class B Ordinary Shares or of a right to receive shares in the future. These awards are subject to certain conditions, restrictions and contingencies as determined at the date of grant, which may include requirements for continuous service and/or the achievement of specified performance goals.
Restricted Share Units: Restricted share units are the grants of Class B Ordinary Shares and, similarly to share awards are subject to certain conditions, restrictions and contingencies, including the requirement for continuous service the achievement of specified performance goals as established at the date of grant.
These equity-based awards are generally subject
to the satisfaction of a one-year cliff vesting condition and continued service for a period of up to
If the restrictions are service conditions, the related expense is recognized over the vesting period. If any non-vesting conditions are present, the grant-date fair value is not adjusted for the probability of satisfying those conditions, but the terms are reflected in the fair value measurement to the extent required by IFRS 2. Any changes in estimate regarding the number of awards expected to vest are recognized prospectively.
During the year ended December 31, 2023, the Company
granted share based awards totaling
During the year ended December 31, 2024, the Company
granted share awards totaling
During the year ended December 31, 2025, the Company
granted restricted stock units (“RSUs”) totaling
F-56
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Based Compensation (continued)
In connection with the Chief Executive Officer’s
compensation arrangement executed in September 2025, the Company entered into an equity based incentive plan during the year ended December
31, 2025. The arrangement provides for equity awards with an aggregate target value of approximately $
On April 24, 2026, the Company terminated Marco Santori as Chief Executive Officer and director of the Company. The Company is evaluating the accounting impact of the termination on the above share-based payment arrangement, including the treatment of any unvested time-based awards and any performance-based awards for which the relevant performance conditions had not been satisfied as of the termination date. The termination is a non-adjusting subsequent event with respect to the year ended December 31, 2025, and therefore no adjustment has been made to the share-based compensation expense recognized during the year then ended.
The Company recognized total share based compensation
expense related to the above of approximately €
Share Options
On February 2, 2023, we granted options to purchase
The fair value of each share option was estimated
on the date of grant using the Black-Scholes option pricing model, resulting in a valuation for all five options totaling €
| Expected term in years | ||||
| Risk-free interest rate | % | |||
| Annual expected volatility | % | |||
| Dividend yield | % | |||
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the share price based on the corresponding volatility of our historical share price.
Dividend yield: We use a
Remaining term: The remaining term is based on the remaining contractual term of the options.
F-57
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity Based Compensation (continued)
Activity related to the share options is as follows:
Shares |
Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | ||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||
| Outstanding, December 31, 2024 | $ | |||||||||||
| Options exercised | ( | ) | $ | |||||||||
| Outstanding, December 31, 2025 | $ | |||||||||||
| Options forfeited | ( | ) | ( | ) | ||||||||
| Exercisable, December 31, 2025 | $ | |||||||||||
NOTE 15 - COMMITMENTS AND CONTINGENCIES
On April 24, 2026, the Company terminated its Chief Executive Officer. Following the termination, the Company received correspondence from the former executive asserting claims relating to his employment, compensation arrangements, equity awards, and separation terms. No formal legal proceedings have been commenced against the Company as of the date of this report, and the matter remains in dispute.
In accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets, a provision is recognized only when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Given the preliminary stage of the matter, the range of possible outcomes, and the absence of sufficient information to quantify any potential financial effect, the Company is unable to make a reliable estimate of the amount of any potential obligation. Accordingly, no provision has been recorded in these financial statements. The Company believes it has meritorious defenses to the claims asserted and intends to defend its position vigorously. The Company will continue to monitor developments and will recognize a provision if and when the recognition criteria of IAS 37 are satisfied.
NOTE 16 – RELATED PARTY TRANSACTIONS
This note describes the nature of transactions with the Company’s related parties and provides information of the effect of those relationships on the financial statements for the reporting periods presented. In accordance with IAS 24, this disclosure includes: a breakdown of revenues and expenses arising from transactions with related parties in aggregate and by material transaction type; amounts receivable from and payable to related parties at each reporting date, including terms and any allowances; and details of equity instruments issued to, and held by, related parties as of the reporting periods presented. The disclosures also identify key management personnel and summarize their compensation in total and by category and explain other significant arrangements and agreements between the Company and its related parties that could reasonably be expected to affect the Company’s position or performance.
Financial Statements Impact
The nature and amount of related party transactions for the years ended December 31, 2025 and December 31, 2024 are as follows:
Consolidated Profit and Loss Account
| 2025 | 2024 | 2023 | ||||||||||
| Revenues | € | € | € | |||||||||
| Equity based expenses: strategic advisors | ( | |||||||||||
| Equity based expenses: other related parties | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||
| Other income (expense) | ( | ) | ||||||||||
| Total related party transactions reported in the Consolidated Statement of Profit or Loss | ( | ) | ( | ) | ( | ) | ||||||
F-58
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
| 2025 | 2024 | |||||||
| Accounts receivable and other receivables, net: | € | € | ||||||
| Directors and former directors | ||||||||
| Affiliates of directors and former directors | ||||||||
| Prepaid expenses and other current assets: | € | € | ||||||
| Directors and former directors | ||||||||
| Affiliates of directors and former directors | ||||||||
| Other related parties | ||||||||
| Prepayment for digital assets: | € | € | ||||||
| Other related parties | ||||||||
| Digital assets: | € | € | ||||||
| Affiliates of directors and previous directors | ||||||||
| Accounts payable: | € | € | ||||||
| Directors and former directors | ||||||||
| Affiliates of directors and former directors | ||||||||
| Minority shareholders | ||||||||
| Other long-term liabilities: | € | € | ||||||
| Directors and former directors | ||||||||
Loans Payable to Related Parties
2024 Director Loans
In 2024, the Company received an interest free
loan from one of its directors, which was to be repaid no later than three years from its date of issuance. As at December 31, 2025 and
2024 the loan has an outstanding balance of € and €
During the period between August 29, 2024 and
November 29, 2024, the Company’s then-Executive Chairman made short term interest free loans to the Company of €
There were no loans due to directors as of December 31, 2025.
Key management compensation
The remuneration of directors and other members of key management personnel during the years ended December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |||||||
| Key management personnel compensation | € | € | ||||||
| Directors’ fees | ||||||||
| Stock-based compensation | ||||||||
F-59
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Equity instruments issued and held by related parties
During the year ended December 31, 2025, the Company executed several transactions with its related parties with respect to the issuance of equity instruments, including through private placements and conversion of warrants. The table below summarizes the Company’s shares and warrants issued to related parties and outstanding as of December 31, 2025.
As of December 31, 2025 and 2024, total shares issued to and held by the Company’s related parties was as follows:
| 2025 | 2024 | |||||||||||||||
| Shares held | Carrying Value at December 31 | Shares held | Carrying Value at December 31 | |||||||||||||
| Directors and former directors | € | € | ||||||||||||||
| Directors that are also Strategic Advisors | ||||||||||||||||
| Affiliates of directors and former directors | ||||||||||||||||
| Officers and former officers | ||||||||||||||||
| Other related parties | ||||||||||||||||
As of December 31, 2025 and 2024, total equity warrants issued to and held by the Company’s related parties were as follows:
| 2025 | 2024 | |||||||||||||||
| Warrants held | Carrying Value at December 31 | Warrants held | Carrying Value at December 31 | |||||||||||||
| Directors and former directors | € | € | ||||||||||||||
| Directors that are also Strategic Advisors | ||||||||||||||||
| Affiliates of directors and former directors | ||||||||||||||||
| Officers and former officers | ||||||||||||||||
| Other related parties | ||||||||||||||||
Other arrangements and agreements with related parties
Strategic Advisory Agreement
As discussed in Note
13, Share Capital and Reserves, and 14, Share-based compensation, in September 2025 the Company entered into a Strategic Advisor Agreement
with five individuals who are considered related parties to the Company (the “Strategic Advisors”). After the execution of
the PIPE transaction, in September 2025 four of the Strategic Advisors joined the Company’s Board of Directors. Under the Strategic
Advisors agreement, the Strategic Advisors provide ongoing strategic advisory services to the Company. The agreement has an initial term
of 10 years and may be terminated by either party upon a written notice. For the advisory services provided, all Strategic Advisors are
entitled to receive cash-based and equity-based compensation, which comprises the equity warrants issued by the Company. Some of the equity
warrants granted to the Strategic Advisors were exercised during the year ended December 31, 2025. Refer to Note 14 for the accounting
assessment of these warrants.
| Total warrants granted as of December 31, 2025 | Total warrants exercised as of December 31, 2025 | Exercise price, USD | Fair value of warrants granted in 2025 | |||||||||||||
| Pre-funded warrants | $ | € | ||||||||||||||
| Common warrants 1 | $ | |||||||||||||||
| Common warrants 2 | $ | |||||||||||||||
| Stand-alone PIPE warrants S1-S5 | $ | |||||||||||||||
| TOTAL | ||||||||||||||||
F-60
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Strategic Advisory Agreement (continued)
In addition to the equity-based
compensation, on the first anniversary of the agreement, which will occur in September 2026, Strategic Advisors are entitled to receive
cash-based compensation that calculated as
For the year ended December
31, 2025, the Company recorded an accrued expense of €
Subsequently, on April 24, 2026 and May 1, 2026, two of the Strategic Advisors joined the Company as Interim Chief Operating Officer and Chief Executive Officer, respectively. Refer to Note 18, Subsequent Events, for more details and compensation information.
Pulsar Group Consulting Agreement
On February 9, 2026,
the Company entered into an Advisory Services Agreement with the Pulsar Group Ltd., a related party, for advisory services supporting
business development in the Gulf region. One of the Strategic Advisors of the Company serves as the co-CEO of the Pulsar Group. Under
the agreement, the Pulsar Group is entitled to be paid a monthly fee of $
Other Equity-based Compensation Arrangement with Other Related Parties
The Company recorded
€
Solana Foundation
As discussed in Note
9, Digital assets, in October 2025, the Company entered into a Restricted Token Purchase Agreement with the Solana Foundation, a party
related to the Company, to acquire SOL tokens at a
Other matters involving transactions with related parties
As discussed in Note
13, Share Capital and Other Reserves, during the year ended December 31, 2025, the Company erroneously issued a total of approximately
In addition, during the
year ended December 31, 2025, the Company did not properly cancel
F-61
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 17 – CHANGES IN PRESENTATION
During the year, the Company reviewed the presentation and classification of certain items in the primary financial statements and determined that a revised presentation would provide information that is more reliable and relevant to users, consistent with IAS 1 or IFRS 18 on presentation and comparative information. Comparative amounts have been reclassified to conform to the current year presentation; these changes affect only the presentation of line items and have no impact on profit or loss, total comprehensive income, total equity, net assets or cash flows.
Presentation of line items in the consolidated statement of financial position
During the year, the Company changed the presentation of certain items in the consolidated statement of financial position. Financial statement line items that are from related parties are no longer presented as a separate line item on the face of the statement of financial position and are instead included within the relevant account, with the related party components disclosed in Note 16.
In addition, individually and in aggregate not material financial statement line items such as inventories are now presented within ‘Other current assets’, and property and equipment and investments are presented together within ‘Other non-current assets’, reflecting the manner in which these assets are monitored by management.
Comparative information has been reclassified to conform to the current year’s presentation, where practicable. These changes in presentation did not affect the Group’s total assets, total liabilities, loss for the year or total equity.
Aggregation of “Cost of goods sold”
Previously separate line item of “cost of goods sold” has been aggregated into general and administrative expenses as, individually and in aggregate, they are not material and are better presented in a summarized form in accordance with the aggregation and disaggregation principles in IAS 1 and IFRS 18. This aggregation does not affect previously reported totals for cost of sales, profit or loss, total comprehensive income, total equity or cash flows.
Aggregation into “Other income (expense)
Income and expense items that were previously presented separately, including net fair value gains and losses on financial assets and financial liabilities, are now presented together within ‘Other income (expense)’, as the balances are individually immaterial and more understandable when presented collectively, consistent with IFRS 18’s guidance on avoiding obscuring material information while permitting aggregation of immaterial items. This change affects only the allocation of amounts between line items and does not impact profit or loss, total comprehensive income, total equity, or cash flows.
Reclassification of comparative information and third statement of financial position
Comparative information has been reclassified where necessary to align with the current year presentation; the nature, amounts, and reasons for the main reclassifications are described above, in accordance with IAS 1 or IFRS 18 requirements for reclassifications. These reclassifications did not have a material effect on the statement of financial position at the beginning of the preceding period, and therefore, no third statement of financial position has been presented.
Change in reportable segments
The Company has commenced and expanded its digital asset investment activities during the year. In connection with this development, management reorganized the internal reporting provided to the chief operating decision maker (the “CODM”). As a result, beginning in the year ended 31 December 2025, the Group identifies two reportable segments: Legacy Sports Portfolio and Digital Assets Treasury. The CODM now reviews the results and allocates resources across the two reportable segments.
Where practicable, comparative segment information has been re-presented to reflect the new basis of segmentation. Where it has not been practicable to re-present certain comparative information, this has been disclosed in the relevant tables, and, where practicable, current-period information is presented on both the previous and the new basis of segmentation.
F-62
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 18 – SUBSEQUENT EVENTS
On January 14, 2026, the Company settled its pending
SOL purchase transaction with a related party, and received a total of
On January 19, 2026, Daniel McClory resigned from
the Company’s Board of Directors, effective immediately. The resignation was not due to any disagreement. Concurrently, the Company
entered into a consulting agreement with Mr. McClory for advisory services related to strategic and capital markets matters with a two
year term. As compensation, Dan McClory is entitled to receive, subject to approval of the Company’s board of directors, a grant
of restricted stock units with respect to a number of Class B Ordinary Shares equal to $
On January 19, 2026, Alberto Libanori resigned as Head of Operations, effective January 31, 2026, with no disagreement noted.
On January 23, 2026, the Company announced that
Avram Grant was appointed Head of Football Operations in connection with his ongoing consulting role, assuming responsibilities related
to the Company’s football operations. Avram Grant is entitled to receive a monthly consulting fee of $
On January 22, 2026, the Company entered into
a Validator Services Agreement with RockawayX Infra Ltd., which is a party related to the Company, to continue the operation and maintenance
of a Solana validator in the United Arab Emirates to support the Company’s staking activities. RockawayX is responsible for all
operating costs and activities related to the validator, while the Company is entitled to
On February 5, 2026, The Company terminated the previously announced non-binding term sheet with RockawayX Holding a.s. relating to the proposed acquisition of RockawayX a.s.
On February 9, 2026, the Company entered into an Advisory Services Agreement with the Pulsar Group Ltd. Refer to Note 16, Related Parties Transactions, for more information.
In February 2026, the Company received a notice
of exercise from RBCH Ltd. pursuant to which RBCH Ltd., a party related to the Company, exercised pre-funded warrants to purchase
In May 2026, the Company received an additional
notice of exercise from RBCH Ltd. pursuant to which RBCH Ltd., a party related to the Company, exercised pre-funded warrants to purchase
On March 10, 2026, the Company issued a notice
of an Extraordinary General Meeting to be held on April 7, 2026, to consider several proposed shareholder resolutions. The Company announced
a strategic initiative to align its operations and corporate structure with its focus on Solana-based digital infrastructure, with primary
operations centered in Abu Dhabi. The initiative, subject to shareholder approval, includes a proposed name change to Solmate Infrastructure
PLC, amendments to the Company’s constitutional documents, and a planned
On April 2, 2026, and April 5, 2026, Dr. Arthur Laffer and Viktor Fischer, respectively, resigned from the Board of Directors. Both resignations were not due to any disagreement with the Company.
F-63
BRERA HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On April 7, 2026, the Company held its Extraordinary
General Meeting (“EGM”), at which shareholders voted on previously proposed resolutions. Shareholders approved, among other
matters, the change of the Company’s name, amendments to the memorandum of association, and a
On April 17, 2026, the Company entered into a
deed of transfer with Stabia Capital S.r.l. pursuant to which the Company agreed to sell its entire equity interest in S.S. Juve Stabia
S.r.l., an Italian professional football club, for nominal consideration of €
On April 23, 2026, the Company received a written
determination from the Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that the Company is not in compliance with
the minimum bid price requirement of $
On April 24, 2026, the Company entered into a
Rights Agreement with Equiniti Trust Company, LLC, as rights agent, pursuant to which the Board of Directors authorized the issuance of
one purchase right for each outstanding Class B ordinary share. The rights will be distributed to shareholders of record on May 5, 2026
and will expire on April 23, 2027. Each right entitles the holder to purchase one ordinary share at an exercise price of $
On April 24, 2026, Marco Santori was terminated as the Chief Executive Officer and director of the Company. Refer to Note 15 for more information on related legal matters.
On April 24, 2026, the Board members approved the appointment of Guy Hirsch, a Strategic Advisor to the Company, as Interim Chief Operating Officer, effective immediately and until May 1, 2026. No compensation was paid to Guy Hirsch for the services rendered in his role as Interim Chief Operating Officer.
On April 29, 2026, Ron Sade, a Strategic Advisor
to the Company, was appointed as the Company’s Chief Executive Officer (CEO), effective as of May 1, 2026. The new CEO compensation
package includes an annual base salary of $
On May 5, 2026, the Company’s Board of Directors
approved the previously authorized 10-for-1 reverse share split, which is expected to become effective on or about May 14, 2026, subject
to Nasdaq processing and customary administrative procedures. Upon effectiveness, the Company’s outstanding Class B ordinary shares
are expected to decrease from approximately
On May 14, 2026, the Company effected a 1-for-10
reverse share split of its ordinary shares (the “Reverse Share Split”). Following the Reverse Share Split, the Company’s
Class B ordinary shares continued trading on the Nasdaq Capital Market under the symbol “SLMT” on a split-adjusted basis.
The Reverse Share Split was approved by the Company’s shareholders at an extraordinary general meeting held on April 7, 2026, and
subsequently approved by the Company’s board of directors on May 1, 2026. The Reverse Share Split was implemented to enable the
Company to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of at least $
F-64