Form 20-F/A Brera Holdings PLC For: Dec 31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

(Mark one)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _______

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ________

Commission file number 001-41606

Brera Holdings PLC

(Exact name of the Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Ireland

(Jurisdiction of incorporation or organization)

Connaught House, 5th Floor, One Burlington Road, Dublin 4,

D04 C5Y6, Ireland

(Address of principal executive offices)

Ron Sade, Chief Executive Officer

Tel: 253-271-9108

Email: [email protected]

Connaught House, 5th Floor, One Burlington Road, Dublin 4,
D04 C5Y6, Ireland

(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:

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: 0 Class A Ordinary Shares, $0.05 nominal value per share, and 81,994,765 Class B Ordinary Shares, $0.05 nominal value per share, as of December 31, 2025.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes  ☒ No

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  ☒ No

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. ☒ Yes  ☐ No

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). ☒ Yes  ☐ No

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.

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. ☐

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 ☐

International Financial Reporting Standards 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  ☒ No

EXPLANATORY NOTE

TABLE OF CONTENTS

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.

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:

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:

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.

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:

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.

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:

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.

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.

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.

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:

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.

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.

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.

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.

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.

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

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.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Brera Holdings PLC

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

Reliant CPA PC

Served as Auditor since 2024

Newport Beach, CA

May 15, 2026

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.

BRERA HOLDINGS PLC

Consolidated Statements of Profit or Loss and Other Comprehensive Income

BRERA HOLDINGS PLC

Consolidated Statements of Financial Position

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.

BRERA HOLDINGS PLC

Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended December 31, 2025, 2024 and 2023

BRERA HOLDINGS PLC

Consolidated Statements of Cash Flows