Brera Holdings PLC 6-K, filed May 27, 2026
Brera Holdings PLC (SLMT)
About this 6-K
Brera Holdings PLC filed this 6-K on May 27, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026.
Commission File Number 001-41606
BRERA HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE: This Report of a Foreign Private Issuer on Form 6-K shall be deemed to be incorporated by reference into the i) shelf registration statement on Form F-3 (Registration Number 333-276870) of Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), a Solana-based crypto infrastructure company, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2024 and declared effective by the SEC on February 13, 2024 (the “Shelf Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement and ii) registration statements on Form S-8 (File Nos. 333-269535 and 333-287999), in each case, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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Entry into a Material Definitive Agreement.
On May 21, 2026, Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), and certain individual investors (the “Purchasers”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which the Company agreed to sell to such Purchasers an aggregate of 2,298,000 Class B Ordinary Shares, $0.50 nominal value per share (the “Class B Ordinary Shares”), in a registered direct offering (the “Financing”).
This Financing is being completed without an underwriter or a placement agent and the Company is not paying underwriting discounts or commissions, so the proceeds to the Company, before expenses, will be approximately $11.4 million. The Company estimate the total expenses of this offering will be approximately $0.05 million.
The Company intends to use the net proceeds from the Financing for working capital and general corporate purposes. The Financing closed on May 27, 2026.
The form of the Subscription Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of the terms of the Subscription Agreement is not complete and is qualified in its entirety by reference to such exhibit.
The sale and offering of Class B Ordinary Shares is effected as a takedown off the Company’s shelf registration statement on Form F-3 (File No. 333-276870), as amended (the “Shelf Registration Statement”), which became effective on February 13, 2024, pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission on or about the date hereof.
This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 27, 2026 | BRERA HOLDINGS PLC | |
| By: | /s/ Ron Sade | |
| Ron Sade | ||
| Chief Executive Officer | ||
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Exhibit 5.1
27 May 2026
Board of Directors
Brera Holdings Public Limited Company Connaught House,
5th Floor,
One Burlington Road, Dublin 4,
D04 C5Y6,
Ireland
| Re: | Brera Holdings Public Limited Company |
Dear Sirs,
| 1. | Basis of Opinion |
| 1.1 | Brera Holdings Public Limited Company, a public company limited by shares, incorporated under the laws of Ireland, company number 721923, with its registered office at Connaught House, 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, Ireland (the “Company”) in connection with a prospectus supplement dated 21 May 2026 (the “Prospectus Supplement”) to the registration statement on Form F-3 (Registration No. 333-276870) (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act 1933, as amended (the “Act”), relating to the proposed issuance and sale by the Company of 2,298,000 Class B ordinary shares with nominal value of US$0.50 of the Company (the “Shares”) by way of a registered direct offering to certain purchasers (the “Transaction”). |
| 1.2 | This legal opinion (this “Opinion”) is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland, exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Documents (as defined in paragraph 1.3) or the transactions contemplated thereby. |
| 1.3 | This Opinion is also strictly confined to: |
| (a) | the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter; |
| (b) | the documents listed in the Schedule to this Opinion (the “Documents”); and |
| (c) | the searches listed at paragraph 1.6 below. |
We express no opinion, and make no representation or warranty, as to any matter of fact or in respect of any documents, which may exist in relation to the Shares, other than the Documents.
| 1.4 | In giving this opinion, we have relied upon the Corporate Certificate (as defined in the Schedule to this Opinion), the Searches (as defined below) and we give this opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificate or the Searches is required of us. |
| 1.5 | For the purpose of giving this Opinion, we have examined copies sent to us by email in pdf or other electronic format of the Documents. |
| 1.6 | For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 27 May 2026, being the latest practicable date before the date of this Opinion (together the “Searches”): |
| (a) | on the file of the Company maintained by the Irish Registrar of Companies in Dublin for returns of allotments, special resolutions amending the memorandum and articles of association of the Company, mortgages, debentures or similar charges or notices thereof, notices of appointment of directors and secretary of the Company and for the appointment of any receiver, examiner or liquidator; |
| (b) | in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and |
| (c) | in the Central Office of the High Court in Dublin for any proceedings and petitions filed in respect of the Company in the last two years. |
| 1.7 | This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date hereof. This Opinion speaks only as of its date. |
| 2. | Opinion |
Subject to the assumptions and qualifications set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:
| 2.1 | The Company is a public company limited by shares, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Shares. |
| 2.2 | When the Shares are allotted and issued pursuant to duly adopted resolutions of the board of directors of the Company or a committee so appointed by the board of directors, the Shares shall be validly issued, fully paid or credited as fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of the Shares). |
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| 3. | Assumptions |
For the purpose of giving this Opinion, we assume the following without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:
Registration Statement and the Shares
| 3.1 | that when filed with the SEC, the Registration Statement will not differ in any material respect from the drafts that we have examined and that before any Shares or Guarantees are offered, issued, given or sold (as applicable) the Registration Statement and any amendments to the Registration Statement (including post-effective amendments) will have become effective under the Securities Act; |
| 3.2 | that any Shares issued under the Registration Statement will be in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares pursuant thereto of either cash or the release of a liability of the Company for a liquidated sum, at least equal to the nominal value of such Shares and any premium required to be paid up on the Shares pursuant to their terms of issue; |
| 3.3 | that the Shares issued and sold under the Registration Statement will be issued and sold in compliance with all applicable laws (other than Irish law), including applicable federal and state securities law, in the manner of the Registration Statement; |
| 3.4 | that if the Shares are to be issued, allotted or sold pursuant to a definitive purchase, underwriting, subscription or similar agreement with respect to any Shares offered, such agreements will have been duly authorised and validly executed and delivered by the Company and the other parties thereto; |
| 3.5 | that the filing of the Registration Statement with the SEC has been authorized by all necessary actions under all applicable laws other than Irish law; |
| 3.6 | with respect to any Shares issued before 14 November 2030 (the date of expiry of the Company’s existing authority to allot and issue Shares), that, at the time of the allotment and issue of the Shares, the authority of the Company and the directors of the Company to allot and issue the Shares and the disapplication of the statutory pre•emption rights in accordance with the terms and conditions set out in the articles of association of the Company (the “Articles of Association”) and the Companies Act 2014 of Ireland or any replacement or substituting Irish legislation (the “Companies Act”), is in full force and effect; |
| 3.7 | with respect to Shares allotted and issued on or after 14 November 2030 (the date of expiry of the Company’s existing authority to allot and issue Shares), that the Company will at each subsequent annual general meeting have renewed its authority to allot and issue the Shares and dis-apply the statutory pre-emption rights in accordance with the requirements of the Articles of Association and the Companies Act for the remainder of the period that the Registration Statement will continue in effect, and that, where such authority has not been renewed, the Company will not allot and issue the Shares after such authority has expired; |
| 3.8 | that the issue of the Shares upon the conversion, exchange and exercise of any securities issued under the Registration Statement will be conducted in accordance with the terms and the procedures described in the Articles of Association, the Companies Act and the terms of issue of such securities; |
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| 3.9 | that any issue of Shares will be in compliance with the Companies Act, the Irish Takeover Panel Act, 1997, Takeover Rules 2022 (as amended), and all other applicable Irish company, takeover, securities, market abuse, insider dealing laws and other rules and regulations; |
| 3.10 | that at the time of the allotment and issue of the Shares, the Company will have sufficient authorised but unissued share capital to allot and issue the required number of Shares and the Company will not have prior to, or by virtue of, the allotment and issuance, exceeded or exceed the maximum number of Shares permitted by the Company’s shareholders to be allotted and issued pursuant to the authorities referred to in paragraphs 3.6 and 3.7 above; |
| 3.11 | that as at the time of the allotment and issuance of the Shares, such allotment and issuance shall not be in contravention or breach of any agreement, undertaking, arrangement, deed or covenant affecting the Company or to which the Company is a party or otherwise bound or subject; |
| 3.12 | that the Registration Statement does not constitute (and is not intended/required to constitute) a prospectus within the meaning of Part 23 of the Companies Acts and to the extent that any offer of Shares or other securities is being made to investors in any member state of the European Union, the Company is satisfied that the obligation to propose and publish a prospectus pursuant to Irish prospectus law, or in particular pursuant to Regulation 2017/1129/EU of the European Parliament and of the Council of 14 June 2017 (as amended) does not arise; |
| 3.13 | that from the dates of the board or committee resolutions set out in the Schedule to this Opinion, no other corporate or other action has been taken by the Company to amend, alter or repeal those resolutions; |
| 3.14 | that any power of attorney granted by the Company in respect of the allotment and issue of the Shares has been duly granted, approved and executed in accordance with the Company’s Articles of Association, the Companies Act, the Powers of Attorney Act 1996 of Ireland and all other applicable laws, rules and regulations; |
| 3.15 | that the Shares will be paid up in consideration of the receipt by the Company prior to, or simultaneously with, the issue of the Shares of cash at least equal to the nominal value of such Shares and that where Shares are issued without the requirement for the payment of cash consideration by or on behalf of the relevant beneficiary, then such Shares shall either be fully paid up by the Company or one of its subsidiaries within the time permitted by Section 1027(1) of the Companies Act (and, in the case of the Company or a subsidiary incorporated in Ireland, in a manner permitted by Sections 82(6) and 1043(1) of the Companies Act) or issued for consideration as set out in Section 1028(2) of the Companies Act; |
Authenticity and bona fides
| 3.16 | the truth, completeness, accuracy and authenticity of all documents submitted to us as originals or copies of originals and (in the case of copies) conformity to the originals of copy documents and the genuineness of all signatures (electronic or otherwise), stamps and seals thereon; |
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| 3.17 | where a Document has been executed on behalf of the Company using a software platform that enables an electronic signature to be applied to that Document, each such signature was applied under the authority and control of the relevant signatory and each party has consented to the execution, by the Company, of that Document by way of electronic signature; |
| 3.18 | where incomplete Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, that the originals of such Documents correspond in all respects with the last draft of the complete Documents submitted to us and that such resolutions have not been amended or rescinded and are in full force and effect; |
| 3.19 | that the Documents will be executed in a form and content having no material difference to the drafts provided to us, will be delivered by the parties thereto, and that the terms thereof will be observed and performed by the parties thereto; |
| 3.20 | that the copies produced to us of minutes of meetings and/or of resolutions (whether signed or unsigned) correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof; |
| 3.21 | that each of the Documents is up-to-date and current and has not been amended, varied or terminated in any respect and no resolution contained in any of the Documents has been amended, varied, revoked or superseded in any respect; |
| 3.22 | that there is, at the relevant time of the allotment and issue of the Shares, no matter affecting the authority of the directors to allot and issue the Shares, not disclosed by Company’s Articles of Association or the resolutions produced to us, which would have any adverse implications in relation to the opinions expressed in this Opinion; |
| 3.23 | the absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers; |
| 3.24 | that the memorandum and articles of association of the Company attached to the Corporate Certificate are the current memorandum and articles of association of the Company, are up to date and have not been amended or superseded; |
Accuracy of searches and warranties
| 3.25 | the accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search or enquiry been altered. It should be noted that: (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for; (b) the position reflected by the Searches may not be fully up-to-date; and (c) searches at the Companies Registration Office do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Company or its assets; |
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| 3.26 | there has been no alteration in the status or condition of the Company as disclosed by the Searches; |
| 3.27 | the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents; |
Solvency and Insolvency
| 3.28 | that: (i) the Company is as at the date of this Opinion able to pay its debts as they fall due within the meaning of sections 509(3) and 570 of the Companies Act or any analogous provision under any applicable laws immediately after the execution and delivery of the Documents; (ii) the Company will not, as a consequence of doing any act or thing which any Document contemplates, permits or requires the relevant party to do, be unable to pay its debts within the meaning of such sections or any analogous provisions under any applicable laws; (iii) no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Company or any “related company” (within the meaning of section 2 of the Companies Act, “Related Company”) or any of its or their assets or undertaking; (iv) no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Company or any Related Company; and (v) no insolvency proceedings have been opened or been requested to be opened in relation to the Company or any Related Company in Ireland or elsewhere; |
| 3.29 | that no proceedings have been instituted or injunction granted against the Company to restrain it from allotting and/or issuing the Shares and the allotment and/or issue of any Shares would not be contrary to any state, governmental, court, state or quasi- governmental agency, licensing authority, local or municipal governmental body or regulatory authority’s order, direction, guideline, recommendation, decision, licence or requirement; |
Commercial Benefit
| 3.30 | that the Documents have been entered into for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interest and for their respective corporate benefit; and |
Financial Assistance
| 3.31 | that the Company is not, by performing its obligations under the Documents providing financial assistance for the purpose of an acquisition (by way of subscription, purchase, exchange or otherwise) made or to be made by any person of any shares in the Company or its holding company which would be prohibited by section 82 of the Companies Act. |
| 4. | Professional Engagement |
We express no opinion on and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, and have not made an independent check or verification thereof. We have reviewed the Registration Statement only in so far as it relates to Irish Law matters, assisted in the preparation of certain sections of the Registration Statement in so far as it relates to Irish Law matters and participated in discussions with officers, directors, employees and legal representatives of the Company, only in so far as such discussions related to Irish Law matters, during which the contents of the Registration Statement and related matters were discussed.
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| 5. | Disclosure |
This Opinion is addressed to you in connection with the registration of the Shares and the Guarantees with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement and the reference to our firm under the caption “Legal Matters” in the prospectus which is filed as part of the Registration Statement. In giving this consent, we do not thereby admit that we are in a category of person whose consent is required under section 7 of the Securities Act.
| 6. | No Refresher |
This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.
Yours faithfully
/s/ ARTHUR COX LLP
ARTHUR COX LLP
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SCHEDULE
Documents
| 1. | A copy of the form of the Prospectus Supplement. |
| 2. | A copy of the form of the Registration Statement to be filed by the Company with the SEC. |
| 3. | A copy of resolutions of the board of directors of the Company dated 20 May 2026 pursuant to which the Board resolved, inter alia, to approve the Transaction in principle, and further to appoint a pricing committee (the “Pricing Committee”) as an ad hoc committee of the Board in connection with the Transaction and delegate to the members of the Pricing Committee full power and authority of the board to take such actions as may be necessary, advisable, desirable or appropriate in the judgment of such members including, but not limited to, the approval and filing of the Registration Statement the SEC. |
| 4. | A copy of the written resolutions of the Pricing Committee dated 20 May 2026 approving inter alia the final terms of the Transaction (including the aggregate number of shares to be allotted and offered and the offering price of such Shares. |
| 5. | A copy of the Memorandum and Articles of Association of the Company in the form scheduled to the Corporate Certificate. |
| 6. | The results of the Searches. |
| 7. | A copy of the certificate of incorporation of the Company dated 30 June 2022. |
| 8. | A copy of the certificate of incorporation for the re-registration of the Company as a public limited company dated 27 October 2022. |
| 9. | A corporate certificate of the secretary of the Company dated the date of this opinion (the “Corporate Certificate”). |
Exhibit 10.1
FORM OF SUBSCRIPTION AGREEMENT
Brera Holdings PLC
Connaught House, 5th Floor
One Burlington Road
Dublin 4, D04 C5Y6
Republic of Ireland
Ladies and Gentlemen:
The undersigned (the “Investor”) hereby confirms and agrees with you as follows:
1. This Subscription Agreement (this “Agreement”) is made as of the date set forth below between Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), and the Investor.
2. The Company is offering to sell and issue 2,298,000 Class B Ordinary Shares, nominal value $0.50 per share (the “Shares”), for up to $11,421,060.00 in gross proceeds, at a purchase price of $4.97 per Share (subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Shares that occur after the date of this Agreement). The offering of the Shares is known as the “Offering.” The Shares being offered have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form F-3 (No. 333-276870), including all amendments thereto, the exhibits and any schedules thereto, the documents otherwise deemed to be a part thereof or included therein by the rules and regulations (the “Rules and Regulations”) of the U.S. Securities and Exchange Commission (the “Commission”) and any registration statement relating to the Offering and filed pursuant to Rule 462(b) under the Rules and Regulations (collectively, the “Registration Statement”). The Investor acknowledges that the Company intends to enter into subscription agreements in substantially the same form as this Agreement, on the same terms and conditions and prices as hereunder (the “Other Investors’ Agreements”), with certain other accredited investors.
3. As of the Closing (as defined below), and subject to the terms and conditions hereof, the Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor such number of Shares (the “Subscription” and such Shares, the “Investor’s Shares”) as is set forth on the signature page hereto (the “Signature Page”). On the Closing Date, (as defined below), the Investor’s Shares will be delivered on an expedited basis via The Depository Trust Company’s Deposit and Withdrawal at Custodian service (“DWAC”), registered in the name of the Investor.
4. The completion of the purchase and sale of the Shares shall occur at the closing (the “Closing”) which shall occur on the day of trading following the Trading Day (as defined below) on which all conditions precedent to (i) the Investor’s obligation to pay the aggregate purchase price for the Investor’s Shares (the “Subscription Amount”), and (ii) the Company’s obligations to deliver the Investor’s Shares, in each case, have been satisfied or waived, but in no event later than May 27, 2026 (the “Closing Date”). On the Closing Date, (a) the Company shall cause its transfer agent to deliver on an expedited basis via DWAC the Investor’s Shares underlying the Shares, and (b) the Subscription Amount will be delivered by or on behalf of the Investor to the Company either by (i) wire transfer pursuant to the Company’s or (ii) to a digital wallet identified in instructions delivered to the Investor on Company letterhead prior to the Closing Date. In the event that the Company is unable to fulfill its obligations hereunder at Closing by May 27, 2026, Investor shall have the right, but not the obligation, to terminate this Agreement and the Subscription hereunder. For purposes of this Agreement, “Trading Day” means any day on which the Shares are traded on the principal securities exchange or trading market on which the Shares are then traded (the “Exchange”); provided that “Trading Day” shall not include any day on which the Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Shares are suspended from trading during the final hour of trading on such Exchange (or if such Exchange does not designate in advance the closing time of trading on such Exchange, then during the hour ending at 4:00 p.m., New York time).
5. The Registration Statement filed by the Company with the Commission contains a prospectus (the “Base Prospectus”) and the Company will promptly file with the Commission a final prospectus supplement (collectively with the Base Prospectus, the “Prospectus”) with respect to the Registration Statement in material conformity with the Securities Act, including Rule 424(b) thereunder. The Investor hereby consents to delivery of the Prospectus in accordance with Rule 172 under the Securities Act.
6. The obligations of the Company to issue and sell the Shares to the Investor shall be subject to: (i) the receipt by the Company of the Subscription Amount and (ii) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing Date.
7. The Investor hereby makes the following representations, warranties and covenants to the Company:
(a) The Investor represents that (i) it has received or had full access to the Base Prospectus, as well as the Company’s periodic reports and other information incorporated by reference therein, prior to or in connection with its receipt of this Agreement, (ii) it is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, and (iii) it does not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Shares.
(b) The Investor has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been executed by the Investor and, when delivered in accordance with the terms hereof, will constitute a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(c) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
(d) The making, execution and performance of this Agreement by the Investor and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) the charter, bylaws or other organizational documents of such Investor, as applicable, or (ii) any law, order, rule, regulation, writ, injunction, judgment or decree of any court, administrative agency, regulatory body, government or governmental agency or body, domestic or foreign, having jurisdiction over such Investor or its properties, except for any conflict, breach, violation or default which is not reasonably likely to have a material adverse effect on such Investor’s performance of its obligations hereunder or the consummation of the transactions contemplated hereby.
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(e) The Investor represents that it is not a, and it has no direct or indirect association with any, FINRA member or an Associated Person (as such term is defined under the FINRA Membership and Registration Rules Section 1011) as of the date hereof.
8. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
9. Notwithstanding any investigation made by any party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor.
10. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.
11. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.
12. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law that would require the application of the laws of any other jurisdiction.
13. This Agreement may be executed in counterparts, each of which will constitute an original, but all of which, when taken together, will constitute but one instrument, and will become effective when counterparts have been signed by each party hereto and delivered to the other party, and such counterparts may be delivered electronically.
14. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
15. The Investor acknowledges and agrees that such Investor’s receipt of the Company’s counterpart to this Agreement shall constitute written confirmation of the Company’s sale of Shares to such Investor.
[SIGNATURE PAGES FOLLOW]
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INVESTOR SIGNATURE PAGE
Number of Shares: ______
Purchase Price Per Share: $4.97
Aggregate Purchase Price: $____
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
Dated as of May 21, 2026
| INVESTOR | ||
| By: | ||
| Print Name: | ||
| Title: | ||
Name in which Securities are to be registered:
Mailing Address:
Facsimile Number:
Email Address:
Taxpayer Identification Number:
Manner of Settlement of the Shares: The Class B Ordinary Shares will be sent from the Company’s transfer agent, Equiniti, by DWAC to your prime broker. You must contact your prime broker and ask them to initiate the DWAC or you will not receive the shares. The Shares will only be released after the Company’s receipt of the funds.
| Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the shares are maintained) | Please see the attached instructions | |
| DTC Participant Number | ||
| Name of Account at DTC Participant being credited with the shares | ||
| Account Number at DTC Participant being credited with the shares |
Agreed and Accepted this 21 day of May, 2026:
| Brera holdings PLC | ||
| By: | ||
| Name: | Ron Sade | |
| Title: | Chief Executive Officer | |
Sales of the Shares purchased hereunder were made pursuant to a registration statement or in a transaction in which a final prospectus would have been required to have been delivered in the absence of Rule 172 promulgated under the Securities Act.
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