Form F-3 Brera Holdings PLC

As filed with the Securities and Exchange Commission on June 26, 2026

Registration No. 333-              

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

BRERA HOLDINGS PLC

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

Ireland		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

Connaught House, 5th Floor

One Burlington Road

Dublin 4

D04 C5Y6

Ireland

+353 1 237 3700

(Address and telephone number of registrant’s principal executive offices)

 

Cogency Global Inc. 122 East 42nd Street, 18th Floor New York, NY 10168 (800) 221-0102 (Name, address, and telephone number of agent for service)

 

Copies to:

Gil Savir, Esq. Sean M. Donahue, Esq. Ryan S. Brewer, Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 (212) 318-6000

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

 

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.   The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JUNE 26, 2026

 

 

 

BRERA HOLDINGS PLC

 

PIPE Common Warrants to Purchase up to 6,666,648 Class B Ordinary Shares

6,666,648 Class B Ordinary Shares Underlying PIPE Common Warrants

Strategic Advisor Pre-Funded Warrants to Purchase up to 333,331 Class B Ordinary Shares

333,331 Class B Ordinary Shares Underlying Strategic Advisor Pre-Funded Warrants

Strategic Advisor Common Warrants 1 to Purchase up to 166,663 Class B Ordinary Shares

166,663 Class B Ordinary Shares Underlying Strategic Advisor Common Warrants 1

1,069 Class B Ordinary Shares Underlying Warrants

6,776,069 Class B Ordinary Shares

 

This prospectus relates to the offer and resale by the selling securityholders identified herein, or their permitted transferees (the “Selling Securityholders”), of (A) up to 6,666,648 of our Class B Ordinary Shares, nominal value, $0.50 per share (“Class B Ordinary Shares”) issuable upon the exercise of the PIPE Common Warrants (as defined herein) issued to the investors in the PIPE Offering (as defined herein), which have an exercise price of $67.50 per share (the “PIPE Warrant Shares”); (B) up to 333,331 Class B Ordinary Shares issuable to the Strategic Advisors (as defined herein) upon the exercise of certain Strategic Advisor Pre-Funded Warrants (as defined herein), which have an exercise price of $0.50 per share (the “Strategic Advisor Pre-Funded Warrant Shares”); (C) up to 166,663 Class B Ordinary Shares issuable upon exercise of the Strategic Advisor Common Warrants 1 (as defined herein) which have an exercise price of $67.50 per share (the “Strategic Advisor Warrant 1 Shares” and together with the Strategic Advisor Pre-Funded Warrant Shares, the Strategic Advisor Warrant Shares”); (D) 1,069 Class B Ordinary Shares issuable upon warrants issued to certain legacy shareholders of the Company, which have an exercise price of $135.00 per share (the “Legacy Warrant Shares”); (E) warrants to purchase 7,166,642 Class B Ordinary Shares, consisting of (i) the PIPE Common Warrants to purchase up to 6,666,648 Class B Ordinary Shares, (ii) the Strategic Advisor Pre-Funded Warrants to purchase up to 333,331 Class B Ordinary Shares and (iii) the Strategic Advisor Common Warrants 1 to purchase up to 166,663 Class B Ordinary Shares; (F) 6,150,533 Class B Ordinary Shares issued to the investors in the PIPE Offering (as defined herein)(the “PIPE Shares”); (G) 516,115 Ordinary Shares issued to the investors upon the exercise in full of the PIPE Pre-Funded Warrants (as defined herein) (“PIPE Pre-Funded Warrant Shares”); and (H) 109,421 Class B Ordinary Shares issued to Daniel J. McClory or entities owned and controlled by Daniel J. McClory (the “McClory Shares”).

 

We refer to the (i) the PIPE Common Warrants, (ii) PIPE Warrant Shares, (iii) Strategic Advisor Pre-Funded Warrants, (iv) Strategic Advisor Common Warrants 1, (v) Strategic Advisor Warrant Shares, (vi) Legacy Warrant Shares, (vii) PIPE Shares, PIPE Pre-Funded Warrant Shares, and (viii) McClory Shares, collectively as the “Securities” in this prospectus.

 

 

We are registering the issuance and/or resale of the Securities to satisfy certain registration obligations we have and certain registration rights we have granted. The Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. See the “Plan of Distribution” section of this prospectus for more information.

 

We are not selling any Securities in this offering, and we will not receive any proceeds from the sale of the Securities by the Selling Securityholders. We will, however, receive up to approximately $461,559,473 in proceeds if the PIPE Common Warrants, the Strategic Advisor Pre-Funded Warrants, the Strategic Advisor Common Warrants 1 and the warrants related to the Legacy Warrant Shares are exercised in full (assuming no cashless exercises and excluding fees payable to the placement agent in the PIPE Offering).

 

The Class B Ordinary Shares are listed on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SLMT”. On June 25, 2026, the closing sale price of the Class B Ordinary Shares on Nasdaq was $4.72.

 

The Selling Securityholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Selling Securityholders will bear all commissions and discounts, if any, attributable to the sales of Securities. We will bear all other costs, expenses and fees in connection with the registration of the Securities. See “Plan of Distribution” beginning on page 22 for more information about how the Selling Securityholders may sell or dispose of their Securities.

 

This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

 

Investing in our Class B Ordinary Shares involves a high degree of risk and uncertainty. See “Risk Factors” beginning on page 9 of this prospectus and the other documents that are incorporated by reference in this prospectus.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The date of this prospectus is                 , 2026.

 

 

TABLE OF CONTENTS

 

About This Prospectus		ii
Cautionary Note Regarding Forward-Looking Statements		iii
Prospectus Summary		1
The Offering		8
Risk Factors		9
Use of Proceeds		10
Dividend Policy		10
Description of Share Capital		10
Selling Securityholders		12
Plan of Distribution		22
Legal Matters		25
Experts		25
Where You Can Find More Information		25
Incorporation of Certain Information by Reference		26

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a shelf registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration statement process under the Securities Act of 1933, as amended (the “Securities Act”). Under this shelf registration statement process, the Selling Securityholders may sell from time to time in one or more offerings the Securities described in this prospectus. You should read this prospectus, and any applicable prospectus supplement, together with the information incorporated herein by reference as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”

 

We have not authorized anyone to provide any information other than that contained in or incorporated by reference into this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference into this prospectus or any prospectus supplement or in any such free writing prospectus is accurate as of any date other than their respective dates.

 

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold on a later date.

 

For the avoidance of doubt, any offer of securities (within the meaning of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”)) contained in this prospectus is addressed to less than 150 natural or legal persons per member state of the European Union and accordingly, there is no legal obligation or requirement to publish this prospectus in the European Union in accordance with the provisions of the Prospectus Regulation.

 

In this prospectus unless the context indicates otherwise, “we,” “us,” “our,” “Brera Holdings,” “the Company,” “our company” and similar references refer to the operations of Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland, and its consolidated subsidiaries.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus including the documents that we incorporate by reference herein, contains, and may contain, forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might,” “approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions.

 

Forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to such risks, uncertainties and other factors. Discussions containing forward-looking statements may be found, among other places, in the section entitled “Risk Factors” in this prospectus, and the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein, including our most recent Annual Report on Form 20-F and our Reports on Form 6-K, as well as any amendments thereto.

 

The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained below and throughout this prospectus. All forward-looking statements contained in this prospectus or any document incorporated by reference herein or therein are qualified in their entirety by this cautionary statement.

 

Forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things:

 

●

our goals and strategies;

 

●

our future business development, financial condition and results of operations;

 

●

our projected revenues, profits, earnings and other estimated financial information;

 

●

our ability to secure additional funding necessary for the expansion of our business;

 

●

the growth of and competition trends in our industry;

 

 

●

our plans and strategies regarding infrastructure in the Middle East;

 

●

our plans for value creation and strategic advantages;

 

●

strategies for and execution on M&A;

 

●

execution on market size and growth opportunities;

 

●

the anticipated benefits of our digital asset strategy;

 

●

intentions of our staking activities;

 

●

our liquidity and the management of our liquidity;

 

●

our beliefs regarding SOL, the SOL blockchain and ecosystem;

 

●

our expectations regarding the popularity and competitive success of our sports clubs;

 

●

our ability to maintain strong relationships with our fans, supporters and sponsors;

 

●

our ability to regain and maintain compliance with Nasdaq listing standards and other applicable governance requirements;

 

●

fluctuations in general economic and business conditions in the markets and industries in which we operate, including, among others, rising inflation and capital market disruptions, economic sanctions, bank failures, regional conflicts around the world, and economic slowdowns or recessions that may result from such developments which could harm the value of our ordinary shares and our ability to access capital markets; and

 

●

relevant government policies and regulations relating to our industry.

 

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur.

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks described below and discussed under the sections captioned “Risk Factors” contained in our most recent Annual Report on Form 20-F, as filed with the SEC, as well as any amendment or updates to our risk factors reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus and the information and documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of the Class B Ordinary Shares to decline, resulting in a loss of all or part of your investment.

 

Risks Related to This Offering and Ownership of Our Class B Ordinary Shares

 

Our management will have broad discretion as to the use of the proceeds from this offering may invest or otherwise use the proceeds in ways with which you may not agree or in ways that may not yield a return.

 

Our management will have broad discretion in the application of the net proceeds from the exercise of the PIPE Common Warrants, and the Strategic Advisor Warrants any additional offering by us and could use the proceeds for purposes other than those contemplated at the time of the offering, including in ways that do not improve our results of operations or enhance the value of our Class B Ordinary Shares. The failure by our management to apply these funds effectively could result in financial losses that have a material adverse effect on our business or cause the price of our Class B Ordinary Shares to decline, delay the development of additional products and services and our pursuit of our new SOL strategy. Pending their use, we may invest the net proceeds from warrant exercises or offerings in a manner that does not produce income or that loses value.

 

Future sales of our Class B Ordinary Shares, or the perception in the public markets that these sales may occur, could cause the market price for our Class B Ordinary Shares to decline.

 

In order to raise additional capital, we may at any time, including during the pendency of this offering, offer additional Class B Ordinary Shares or other securities convertible into or exchangeable for our Class B Ordinary Shares at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional Class B Ordinary Shares, or securities convertible or exchangeable into Class B Ordinary Shares, in future transactions may be higher or lower than the price per share paid by investors in this offering.

 

In addition, sales of a substantial number of Class B Ordinary Shares in the public market could occur at any time, subject to the restrictions and limitations described below. If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our Class B Ordinary Shares in the public market following this offering, the market price of our Class B Ordinary Shares could decline significantly and impair our ability to raise capital through the sale of additional equity securities.

 

We have reserved 900,000 Class B Ordinary Shares for issuance under our 2022 Equity Incentive Plan, and as of the date of this prospectus, we have 118,803 Class B Ordinary Shares available shares to be issued. We cannot predict the effect, if any, that market sales of Class B Ordinary Shares or the availability of Class B Ordinary Shares for sale will have on the market price of our Class B Ordinary Shares prevailing from time to time. Sales of substantial amounts of Class B Ordinary Shares in the public market, or the perception that those sales will occur, could cause the market price of our Class B Ordinary Shares.

 

We do not expect to pay dividends in the foreseeable future.

 

In the past, we have not paid dividends on our Class B Ordinary Shares. We do not currently intend to pay dividends on our Class B Ordinary Shares and we intend to retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our Class B Ordinary Shares may be your sole source of gain for the foreseeable future.

 

 

USE OF PROCEEDS

 

We will not receive any of the proceeds from the sale of the Securities by any Selling Securityholder. However, we will receive up to approximately $461,559,473 in gross proceeds if the PIPE Common Warrants, Strategic Advisor Warrants and the warrants related to the Legacy Warrant Shares are exercised in full (assuming no cashless exercise, as applicable). We intend to use the net proceeds from such exercises for working capital and other general corporate purposes and the pursuit of our new Treasury Policy. We may also use such proceeds to fund acquisitions of businesses, assets or technologies that complement our current business. Our management will retain broad discretion over the allocation of the net proceeds from the exercise of warrants, if any.

 

DIVIDEND POLICY

 

We have never declared or paid cash dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant, and will be subject to compliance with applicable laws, including the Irish Companies Act, which requires Irish companies to have distributable reserves available for distribution equal to or greater than the amount of the proposed dividend. In addition, any distribution of dividends must be in accordance with the rules and restrictions applying under Irish law.

 

DESCRIPTION OF SHARE CAPITAL

 

The description of our authorized share capital and our outstanding securities as of the date of the filing of our 2025 Annual Report is incorporated by reference to Exhibit 2.1 to the 2025 Annual Report, and supplemented or updated as follows:

 

General

 

The authorized share capital of the Company is $501,750,000, which consist of 1,053,000,000 shares, consisting of (i) 500,000 Class A ordinary shares with a nominal value of $0.50 each, (ii) 1,002,500,000 Class B ordinary shares with a nominal value of $0.50 each, and (iii) 50,000,000 preferred shares with a nominal value of $0.005 each of which 10,000,000 are designated as Series A Preferred Shares (the “Series A Preferred Shares”) and 2,500,000 are designated as Series B Preferred Shares (the “Series B Preferred Shares”).

 

As of June 26, 2026, there were 20,000 shares of Series A Preferred Stock (convertible into 16,000 Class B Ordinary Shares) outstanding. There are no shares of Series B Preferred Stock outstanding.

 

Preferred Shares

 

Under our constitution, we are authorized to issue, without shareholder approval, up to 50,000,000 preferred shares, issuable in one or more series, and, subject to the provisions of the Irish Companies Act, having such designations, rights, privileges, restrictions and conditions, including dividend and voting rights, as our board of directors may determine and as further set out in the constitution, and such rights and privileges, including dividend and voting rights, may be superior to those of the ordinary shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our ordinary shares and the voting and other rights of the holders of ordinary shares.

 

 

Our board of directors has designated the Series A Preferred Shares and the Series B Preferred Shares (together, the “Designated Preferred Shares”). The voting rights of the Designated Preferred Shares are limited to protective provisions, requiring consent for issuance of senior securities and material adverse amendments. The Designated Preferred Shares rank senior to our ordinary shares in the event of our liquidation, dissolution or winding-up or other distribution of our assets among our shareholders and the holders are entitled to receive an amount per share equal to the original issue price plus any accrued but unpaid dividends before any distribution to the holders of our ordinary shares. The holders of Designated Preferred Shares are entitled to receive dividends as and when recommended and declared by our board of directors or declared by our shareholders on a pari passu basis with our ordinary shares according to the number of Class B Ordinary Shares then issuable to such holders upon conversion of the Designated Preferred Shares. Each Designated Preferred Share is convertible into 0.8 Class B Ordinary Shares at the option of the holder, subject to adjustment as described in its respective certificate of designation. The Series A Preferred Shares are redeemable by us, commencing on the first anniversary of the original issue date, at 150% of the original issue price, payable in cash or Class B Ordinary Shares. The Series B Preferred Shares are not redeemable by us. As of June 26, 2026, there were 20,000 shares of Series A Preferred Stock (convertible into 16,000 Class B Ordinary Shares) outstanding. There are no shares of Series B Preferred Stock outstanding.

 

Warrants

 

As of June 26, 2026, the Company had the following outstanding warrants:

 

 

●

PIPE Common Warrants, exercisable for 6,666,648 Class B Ordinary Shares at an exercise price of $67.50 per share for three years following their initial issuance.

 

●

Strategic Advisor Pre-Funded Warrants, exercisable for 333,331 Class B Ordinary Shares at an exercise price of $0.50 per share, which are not exercisable until September 23, 2028.

 

●

Strategic Advisor Common Warrants 1, exercisable for 166,663 Class B Ordinary Shares at an exercise price of $67.50 per share, which are not exercisable until September 23, 2028.

 

●

Warrants held by certain legacy shareholders to purchase 1,069 Class B Ordinary Shares at an exercise price of $135.00 per share.

 

RSUs

 

As of June 26, 2026, the Company has granted 52,645 Restricted Stock Units (“RSUs”) under the Company’s 2022 Equity Incentive Plan as follows:

 

	●	On September 23, 2025, the Board of Directors granted 4,444 RSUs to each of Keren Maimon, Ron Sade, Alyazi Saeed Almheiri, Tariq Salem Alsaman Alnuaimi, Arthur Laffer and Viktor Fischer, representing 26,664 RSUs in aggregate. These RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of grant, with an initial vesting date occurring on October 23, 2025, subject to continued service and the terms of the Plan. Unvested RSUs accelerate and vest in full upon a Change in Control, as defined in the Plan.
	●	In 2026, the Board of Directors approved the grant of 25,981 RSUs to Erez Simha pursuant to his director offer letter. These RSUs vest in substantially equal quarterly installments over a two-year period, subject to continued service and the terms of the Plan.
	●	In April 2026, Arthur Laffer and Viktor Fischer resigned from the Board of Directors, and accordingly 6,666 unvested RSUs related to their awards were forfeited in accordance with the terms of the Plan. The vested RSUs had not yet been settled through the issuance of shares as of June 26, 2026.

 

As of June 26, 2026, there are 45,979 RSUs outstanding, of which 9,914 RSUs have vested.

 

Transfer Agent

 

The transfer agent and registrar for our ordinary shares in the United States is Equiniti Trust Company, 1110 Centre Point Curve, Suite 101, Mendota Heights, MN 55120. Its telephone number is (800) 689-8788.

 

Listing

 

The Class B Ordinary Shares are listed on The Nasdaq Capital Market tier of Nasdaq under the symbol “SLMT”.

 

 

SELLING SECURITYHOLDERS

 

The Securities being offered by the Selling Securityholders are those issuable upon exercise of previously issued warrants to purchase Class B Ordinary Shares. For additional information regarding the issuances of those Class B Ordinary Shares and the other Securities, see the section of this prospectus titled “Prospectus Summary — Recent Developments — September 2025 PIPE Transaction.” We are registering the Securities in order to permit the Selling Securityholders to offer the Securities for resale from time to time.

 

Information About the Selling Securityholders

 

The following table sets forth, based on information provided to us by or on behalf of the Selling Securityholders or known to us, the name of the Selling Securityholders and the number of Class B Ordinary Shares beneficially owned by the Selling Securityholders before and after this offering.

 

The table below lists the Selling Securityholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act, and the rules and regulations thereunder) of Class B Ordinary Shares held by each of the Selling Securityholders.

 

The Selling Securityholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The percentages of ownership of the Selling Securityholders in the below table is based upon 11,009,294 Class B Ordinary Shares outstanding as of June 26, 2026.

 

Name of Selling Securityholder		Number of Class B Ordinary Shares Owned Prior to Offering				Maximum Number of Class B Ordinary Shares to be Sold Pursuant to this Prospectus				Number of Class B Ordinary Shares Owned After the Offering				Percentage Class B Ordinary Shares Owned After the Offering(1)
RBCH Ltd.(2)			1,111,111				2,222,222				0			*
Electric Capital Frontier Fund II, LP(3)			497,657				995,314				0			*
Electric Capital Venture Fund III, LP(4)			207,346				414,692				0			*
QRT Master Fund SPC- Torus Fund SP(5)			437,485				874,970				0			*
Qube Master Fund Ltd(6)			215,478				430,956				0			*
ARK Innovation ETF(7)			431,625				863,252				0			*
ARK Next Generation Internet ETF(8)			139,569				279,138				0			*
ARK FinTech Innovation ETF(9)			78,805				157,610				0			*
Anatole Partners Master Fund, L.P.(10)			316,632				633,264				0			*
Anatole Partners Enhanced Master Fund, L.P. (11)			238,923				477,846				0			*
Alyeska Master Fund, LP(12)			518,682				1,037,364				0			*
Gluonfield Holdings Limited(13)			333,333				666,666				0			*
V3 Holding Limited(14)			333,333				666,666				0			*
Anson Investments Master Fund LP(15)			144,444				288,888				0			*
Anson East Master Fund LP(16)			44,445				88,890				0			*
Anson Opportunities Master Fund LP(17)			33,333				66,666				0			*
Black Lines Holdings Limited(18)			221,517				443,034				0			*
Meshflow SOL II LLC(19)			103,174				206,348				0			*
Bartosz Lipinski(20)			41,269				82,538				0			*
Funds Managed by Weiss Asset Management LP(21)			111,110				222,220				0			*
Phiton Ventures, LLC(22)			111,111				222,222				0			*
Off the Chain LP(23)			111,111				222,222				0			*
Quantstamp Holdings Bermuda Ltd(24)			111,111				222,222				0			*
Arrington XRP Capital Fund, LP(25)			111,111				222,222				0			*
OGTM Holdings LLC(26)			88,888				177,776				0			*
Origin Capital Partners Limited(27)			11,111				22,222				0			*
Coinfund Liquid Opportunities LP(28)			63,438				126,876				0			*
Series F Liquid Opportunities LP(29)			7,248				14,496				0			*
Series G Liquid Opportunities LP(30)			7,091				14,182				0			*
Schonfeld Global Master Fund L.P.(31)			61,111				122,222				0			*

 

 

Name of Selling Securityholder		Number of Class B Ordinary Shares Owned Prior to Offering				Maximum Number of Class B Ordinary Shares to be Sold Pursuant to this Prospectus				Number of Class B Ordinary Shares Owned After the Offering				Percentage Class B Ordinary Shares Owned After the Offering(1)
Borderless Multi-Strategy Fund V LP(32)			61,111				122,222				0				*
Payward, Inc.(33)			44,444				88,888				0				*
Disrupt Investments Limited(34)			44,444				88,888				0				*
Eleven Eleven Algo Ci Ltd(35)			33,333				66,666				0				*
CL Advisors - DVII LP(36)			17,908				35,816				0				*
CL Advisors - DIII LP(37)			13,218				26,436				0				*
Anagram Ltd.(38)			25,761				51,522				0				*
Paper Group Special Opportunities 2 Inc.(39)			22,222				44,444				0				*
Funicular Funds, LP(40)			22,222				44,444				0				*
Ron Sade(41)			1,423,978				100,443				1,323,535				5.32	%
Keren Kalima Maimon(42)			1,420,200				96,665				1,323,535				5.32	%
Stanislav Oskin(43)			22,580				44,444				0				*
Dylan Zanker(44)			5,555				11,110				0				*
Relayer Capital Master Fund Ltd.(45)			5,555				11,110				0				*
Eyal Ashur(46)			2,222				4,444				0				*
Guy Hirsch(47)			262,451				88,887				173,564				*
Alyazi Saeed Ahmed Alkhattal Almheiri(48)			256,199				83,332				172,867				*
Tariq Salem Ebraheem Alsaman Alnuuaimi(49)			512,407				166,666				345,741				1.39	%
Arlington Capital Holdings Inc.(50)			1,629				148				1,481				*
Micheal WardIRA(51)			407				37				370				*
Lotus Investors LLC(52)			814				74				740				*
UVE Partners LLC(53)			1,629				148				1,481				*
Jelena Jakovljevic(54)			429				148				281				*
Thomas Saunders(55)			395				35				360				*
Brenda Fortunate(56)			407				37				370				*
Brent W. Bost(57)			387				37				350				*
John Gismondi(58)			488				44				444				*
Paul T. Barich(59)			1,026				93				933				*
John Scott(60)			157				57				100				*
Samuel Bode Miller(61)			684				62				622				*
Gregory James Gleason(62)			765				69				696				*
Charles Wyatt(63)			569				51				518				*
Jill Jaclin(64)			325				29				296				*
Carlton Fiorentino(65)			2,222				4,444				0				*
Greg Blatt(66)			44,444				88,888				0				*
Jordan Siberry(67)			4,444				8,888				0				*
Patrick Loney(68)			555				1,110				0				*
Patrick Murck(69)			555				1,110				0				*
Sonny Singh(70)			11,111				22,222				0				*
Robert Chalmers Revocable Trust(71)			4,500				9,000				0				*
Boustead Securities, LLC(72)			9,388				9,388				0				*
Brea Holdings LLC(73)			10,000				10,000				0				*
Daniel J. McClory(74)			77,500				40,000				37,500				*
Pinehurst Partners LLC(75)			50,033				50,033				0				*

 

(*)	Represents less than 1%.
(1)	Applicable percentage ownership is based on 11,009,294 Class B Ordinary Shares outstanding as of June 26, 2026.

 

 

(2)	Does not include 1,111,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by RBCH Ltd., which, if exercised would represent 8.93% of the Percent of Class B Ordinary Shares. Mr. Viktor Fischer and Mr. Jakub Havrlant, are the control person of the Selling Securityholder, have voting and investment control of the shares held by the Selling Securityholder. Mr. Fischer and Mr. Havrlant may be deemed to be the beneficial owner of such shares. Mr. Fischer and Mr. Havrlant, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is c/o Juraj Petro- Rockaway X, Generala Piky 430/26, Dejvice, 160 00 Praha 6, Czech Republic.
(3)	Does not include 497,657 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Electric Capital Frontier Fund II, LP, which, if exercised would represent 3.99% of the Percent of Class B Ordinary Shares. Curtis Wayne Spencer IV is the Managing Member of Electric Capital Frontier Fund GP II, LLC, the General Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Spencer may be deemed to be the beneficial owner of such shares. Mr. Spencer, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 855 El Camino Real #13A-15, Palo Alto, CA 943012.
(4)	Does not include 207,346 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Electric Capital Venture Fund III, LP, which, if exercised would represent 1.66% of the Percent of Class B Ordinary Shares. Curtis Wayne Spencer IV is the Managing Member of Electric Capital Venture Fund GP III, LLC, the General Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Spencer may be deemed to be the beneficial owner of such shares. Mr. Spencer, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 855 El Camino Real #13A-15, Palo Alto, CA 943012.
(5)	Does not include 437,485 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by QRT Master Fund SPC- Torus Fund SP, which, if exercised would represent 3.52% of the Percent of Class B Ordinary Shares. Stuart Brown, is the Director for Qube Research & Technologies Limited as investment manager for the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Brown may be deemed to be the beneficial owner of such shares. Mr. Brown, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Suit #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, KY1-1003, Cayman Islands.
(6)	Does not include 215,478 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Qube Master Fund Ltd, which, if exercised would represent 1.73% of the Percent of Class B Ordinary Shares. Stuart Brown, is the Director for Qube Research & Technologies Limited as investment manager for the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Brown may be deemed to be the beneficial owner of such shares. Mr. Brown, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Suit #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, KY1-1003, Cayman Islands.
(7)	Does not include 431,625 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by ARK Innovation ETF, which, if exercised would represent 3.47% of the Percent of Class B Ordinary Shares. Cathie Wood, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Ms. Wood may be deemed to be the beneficial owner of such shares. Ms. Wood, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 200 Central Ave Suite 220, St. Petersburg FL 33701.
(8)	Does not include 139,569 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by ARK Next Generation Internet ETF, which, if exercised would represent 1.12% of the Percent of Class B Ordinary Shares. Cathie Wood, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Ms. Wood may be deemed to be the beneficial owner of such shares. Ms. Wood, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 200 Central Ave Suite 220, St. Petersburg FL 33701.
(9)	Does not include 78,805 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by ARK FinTech Innovation ETF, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Cathie Wood, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Ms. Wood may be deemed to be the beneficial owner of such shares. Ms. Wood, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 200 Central Ave Suite 220, St. Petersburg FL 33701.

 

 

(10)	Does not include 316,632 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anatole Partners Master Fund, L.P., which, if exercised would represent 2.55% of the Percent of Class B Ordinary Shares. The reported securities are directly owned by the Selling Securityholder and may be deemed beneficially owned by Anatole Investment Management Limited (“Anatole”) as the investment manager of the Selling Securityholder. The reported securities may also be deemed beneficially owned by Xiaofan Yang as the principal of Anatole.  Mr. Yang also may be deemed to be the beneficial owner of such securities. Each of Anatole and Mr. Yang, however, disclaims any beneficial ownership of the securities held by the Selling Shareholder.  The address of Selling Securityholder is 17/F Southland Building, 48 Connaught Road Central, Hong Kong.
(11)	Does not include 238,923 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anatole Partners Enhanced Master Fund, L.P., which, if exercised would represent 1.92% of the Percent of Class B Ordinary Shares. The reported securities are directly owned by the Selling Securityholder and may be deemed beneficially owned by Anatole as the investment manager of the Selling Securityholder. The reported securities may also be deemed beneficially owned by Xiaofan Yang as the principal of Anatole.  Mr. Yang also may be deemed to be the beneficial owner of such securities. Each of Anatole and Mr. Yang, however, disclaims any beneficial ownership of the securities held by the Selling Shareholder.  The address of Selling Securityholder is 17/F Southland Building, 48 Connaught Road Central, Hong Kong.
(12)	Does not include 518,682 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Alyeska Master Fund, LP, which, if exercised would represent 4.17% of the Percent of Class B Ordinary Shares. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P., the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P., and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.
(13)	Does not include 333,333 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Gluonfield Holdings Limited, which, if exercised would represent 2.68% of the Percent of Class B Ordinary Shares. Grigori Fishman, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Fishman may be deemed to be the beneficial owner of such shares. Mr. Fishman, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 3rd Floor Genesis Building, Genesis Close George Town, PO Box 492, Grand Cayman.
(14)	Does not include 333,333 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by V3 Holding Limited, which, if exercised would represent 2.68% of the Percent of Class B Ordinary Shares. Valerijs Vavilovs, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Vavilovs may be deemed to be the beneficial owner of such shares. Mr. Vavilovs, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands.
(15)	Does not include 144,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anson Investments Master Fund LP, which, if exercised would represent 1.16% of the Percent of Class B Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of the Selling Securityholder, hold voting and dispositive power over the Common Shares held by Anson. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. and may be deemed to be the beneficial owners of such shares, however, Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

 

 

(16)	Does not include 44,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anson East Master Fund LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of the Selling Securityholder, hold voting and dispositive power over the Common Shares held by the Selling Securityholder. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. and may be deemed to be the beneficial owners of such shares, however, Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(17)	Does not include 33,333 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anson Opportunities Master Fund LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of the Selling Securityholder, hold voting and dispositive power over the Common Shares held by the Selling Securityholder. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. and may be deemed to be the beneficial owners of such shares, however, Mr. Moore, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
(18)	Does not include 221,517 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Black Lines Holdings Limited, which, if exercised would represent 1.78% of the Percent of Class B Ordinary Shares. Shaik Zayed Suroor Mohammad Khalifa Alnehayan, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Shaik Zayed Suroor Mohammad Khalifa Alnehayan  may be deemed to be the beneficial owner of such shares. Shaik Zayed Suroor Mohammad Khalifa Alnehayan , however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is C/O Equus Corporate, Office 2909 BC 9, Floor 29, Tamouh Tower, Al Reem Island, Abu Dhabi, UAE.
(19)	Does not include 103,174 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Meshflow SOL II LLC, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Bartosz Lipinski, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Lipinski may be deemed to be the beneficial owner of such shares. Mr. Lipinski, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 406 N Sangamon 3rd Floor, Chicago Il 60642.
(20)	Does not include 41,269 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Bartosz Lipinski, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(21)	Consists of 66,666 Class B Ordinary Shares held by Brookdale Global Opportunity Fund (“BGO”) and (ii) 44,444 Class B Ordinary held by Brookdale International Partners, L.P. (“BIP”). Does not include (i) 66,666 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held by BGO, and (ii) and 44,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held by BIP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Andrew Weiss is the Manager of WAM GP LLC, which is the general partner of Weiss Asset Management LP, the investment manager of BGO and BIP. WAM GP LLC is also the Manager of BIP GP LLC, the general partner of BIP. Mr. Weiss has voting and dispositive power with respect to the securities held by BGO and BIP. Mr. Weiss, WAM GP LLC, Weiss Asset Management LP and BIP GP LLC each disclaim beneficial ownership of the shares held by BGO and BIP, except to the extent of their respective pecuniary interests therein. The business address of the foregoing entities is c/o Weiss Asset Management, 222 Berkeley Street, 16th Floor, Boston, MA 02116.
(22)	Does not include 111,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Phiton Ventures, LLC, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Philippe Bekhazi is the Chief Executive Officer of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Bekhazi may be deemed to be the beneficial owner of such shares. Mr. Bekhazi, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 2955 NE 7th Ave Miami FL 33137.

 

 

(23)	Does not include 111,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Off the Chain LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Brian Estes, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Estes may be deemed to be the beneficial owner of such shares. Mr. Estes, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 10337 Los Feliz Dr., Orlando, FL 32836.
(24)	Does not include 111,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Quantstamp Holdings Bermuda Ltd, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Richard Ma, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ma may be deemed to be the beneficial owner of such shares. Mr. Ma, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.
(25)	Does not include 111,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Arrington XRP Capital Fund, LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. J. Michael Arrington is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Arrington   may be deemed to be the beneficial owner of such shares. Mr. Arrington, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 382 NE 191st St, Suite 52895, Miami, FL 33179-3899.
(26)	Does not include 88,888 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by OGTM Holdings LLC, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Matthew Cheng- Yu Liu, is the Managing Member of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Liu may be deemed to be the beneficial owner of such shares. Mr. Liu, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4525 Dean Martin DR. 2600, Las Vegas, NV 89103.
(27)	Does not include 11,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Origin Capital Partners Limited, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Matthew Cheng- Yu Liu, is the Directo of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Liu may be deemed to be the beneficial owner of such shares. Mr. Liu, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Craigmuir Chambers, Road Town Tortola, VG 1110, British Virgin Islands.
(28)	Does not include 63,438 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Coinfund Liquid Opportunities LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Seth Ginns, is the Managing Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ginnsmay be deemed to be the beneficial owner of such shares. Mr. Ginns, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 5 Bryant Park Suite 1003, New York, NY 10018.
(29)	Does not include 7,248 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Series F Liquid Opportunities LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Seth Ginns, is the Managing Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ginns may be deemed to be the beneficial owner of such shares. Mr. Ginns, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 5 Bryant Park Suite 1003, New York, NY 1001.

 

 

(30)	Does not include 7,091 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Series G Liquid Opportunities LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Seth Ginns, is the Managing Parter of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ginns may be deemed to be the beneficial owner of such shares. Mr. Ginns, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 5 Bryant Park Suite 1003, New York, NY 10018.
(31)	Includes 61,111 Class B Ordinary Shares. Does not include 61,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Schonfeld Global Master Fund L.P., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Ran Tolkin, CEO and CIO of Schonfeld Strategic Advisors LLC, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Tolkin may be deemed to be the beneficial owner of such shares. Mr. Tolkin, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 590 Madison Avenue, 23rd Floor, New York, NY 10022.
(32)	Does not include 61,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Borderless Multi-Strategy Fund V LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. David Garcia, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Garcia may be deemed to be the beneficial owner of such shares. Mr. Garcia, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4290 South Highway 27 Suite 201 Space 3 Clermont, FL 34711.
(33)	Does not include 44,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Payward, Inc., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. The Board of Directors of Payward, Inc., is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder and such voting and investment control is exercised jointly by majority action. Accordingly, no individual member of the Board of Directors of Payward, Inc. may be deemed to be the beneficial owner of such shares held by the Selling Securityholder. The address of the Selling Securityholder is 1603 Capitol Ave, Suite 517B Cheyenne, WY 82001.
(34)	Does not include 44,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Disrupt Investments Limited, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Muhammad Aaqib Gadit, Umair Gadit and Uzair Gadit, are the control persons of the Selling Securityholder, have voting and investment control of the shares held by the Selling Securityholder. Each of, Muhammad Aaqib Gadit, Umair Gadit, and Uzair Gadit may be deemed to be the beneficial owner of such shares. Muhammad Aaqib Gadit, Umair Gadit, and Uzair Gadit, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Unit 16, Level 15, The Gate, East, Dubai International Financial Centre Dubai, United Arab Emirates.
(35)	Does not include 33,333 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Eleven Eleven Algo Ci Ltd, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Arul Murugan, is the Managing Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Murugan may be deemed to be the beneficial owner of such shares. Mr. Murugan, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 1151 S Alhambra Circle Coral Gables, FL 33146.

 

 

(36)	Does not include 17,908 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by CL Advisors - DVII LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Sebastian Evans, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Evans may be deemed to be the beneficial owner of such shares. Mr. Evans, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 333 Bush Street, 4th Floor, San Francisco, CA 94104 .
(37)	Does not include 13,218 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by CL Advisors - DIII LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Sebastian Evans, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Evans may be deemed to be the beneficial owner of such shares. Mr. Evans, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 333 Bush Street, 4th Floor, San Francisco, CA 94104 .
(38)	Does not include 25,761 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Anagram Ltd., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Joseph Eagan and Lily Yuan-Li Liu, are the control persons of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Eagan and Ms. Yuan-Li Liu may be deemed to be the beneficial owner of such shares. Mr. Eagan and Ms. Yuan-Li Liu, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 10 Market Street, Unit #2462, Camana Bay, Cayman Islands KY19006 .
(39)	Does not include 22,222 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Paper Group Special Opportunities 2 Inc., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Danish Chaudhry, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Chaudhry may be deemed to be the beneficial owner of such shares. Mr. Chaudhry, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is P.O. Box 71 C/O Craigmuir Chambers Road Town, Tortola VG 1110.
(40)	Does not include 22,222 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Funicular Funds, LP, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Jacob Ma-Weaver, is the Managing Member of the General Partner of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Ma-Weaver may be deemed to be the beneficial owner of such shares. Mr. Ma-Weaver, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 601 California Street, Suite 1151, San Francisco, CA 94108.
(41)	Consists of (i) 1,340,646 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. Does not include 17,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Ron Sade, which, if exercised would represent 5.79% of the Percent of Class B Ordinary Shares.
(42)	Consists of (i) 1,336,868 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. Does not include 13,333 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Keren Kalima Maimon, which, if exercised would represent 5.76% of the Percent of Class B Ordinary Shares.
(43)	Does not include 22,222 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Stanislav Oskin, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.

 

 

(44)	Does not include 5,555 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Dylan Zanker, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(45)	Does not include 5,555 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Relayer Capital Master Fund Ltd., which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares. Austin Barack, is the Director of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Barack may be deemed to be the beneficial owner of such shares. Mr. Barack, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, KY1-1002, Cayman Islands.
(46)	Does not include 2,222 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Eyal Ashur, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.

(47)	Consists of (i) 179,119 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1. Does not include 5,556 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Guy Hirsch, which, if exercised would represent 1.08% of the Percent of Class B Ordinary Shares.
(48)	Consists of (i) 172,867 Class B Ordinary Shares, (ii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1, and (iii) 27,777 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1.
(49)	Consists of (i) 345,741 Class B Ordinary Shares, (ii) 111,111 Class B Ordinary Shares underlying Strategic Advisor Pre-Funded Warrants; and (iii) 55,555 Class B Ordinary Shares underlying Strategic Advisor Common Warrants 1.
(50)	Consists of (i) 1,481 Class B Ordinary Shares and (ii) 148 Class B Ordinary Shares underlying warrants. Mark Nawacki, is the President of the Selling Securityholder, has voting and investment control over the shares held by the Selling Securityholder, Mr. Nawacki, however, disclaims any beneficia ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is Via G. DE MARCO N. 31 PAUPISI - BN -ITALY.
(51)	Consists of (i) 370 Class B Ordinary Shares and (ii) 37 Class B Ordinary Shares underlying warrants. Michael Ward, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Pacific Premier Trust Cust IRA FBO Micael Verne Ward may be deemed to be the beneficial owner of such shares. Michael Ward, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is PO Box 981012, Boston, MA 02298.
(52)	Consists of (i) 740 Class B Ordinary Shares and (ii) 74 Class B Ordinary Shares underlying warrants. Howard Rubin, is the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Rubin may be deemed to be the beneficial owner of such shares. Mr. Rubin, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 23 Lotus Street, Cedarhurst, NY 11516
(53)	Consists of (i) 1,481 Class B Ordinary Shares and (ii) 148 Class B Ordinary Shares underlying warrants. Gary Simon is the Managing Member of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. Simon may be deemed to be the beneficial owner of such shares. Mr. Simon, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 23 Lotus Street, Cedarhurst, NY 11516.

 

 

(54)	Consists of (i) 281 Class B Ordinary Shares and (ii) 148 Class B Ordinary Shares underlying warrants.
(55)	Consists of (i) 359 Class B Ordinary Shares and (ii) 35 Class B Ordinary Shares underlying warrants.
(56)	Consists of (i) 370 Class B Ordinary Shares and (ii) 37 Class B Ordinary Shares underlying warrants.
(57)	Consists of (i) 350 Class B Ordinary Shares and (ii) 37 Class B Ordinary Shares underlying warrants.
(58)	Consists of (i) 444 Class B Ordinary Shares and (ii) 44 Class B Ordinary Shares underlying warrants.
(59)	Consists of (i) 933 Class B Ordinary Shares and (ii) 93 Class B Ordinary Shares underlying warrants.
(60)	Consists of (i) 100 Class B Ordinary Shares and (ii) 57 Class B Ordinary Shares underlying warrants.
(61)	Consists of (i) 622 Class B Ordinary Shares and (ii) 62 Class B Ordinary Shares underlying warrants.
(62)	Consists of (i) 696 Class B Ordinary Shares and (ii) 69 Class B Ordinary Shares underlying warrants.
(63)	Consists of (i) 518 Class B Ordinary Shares and (ii) 51 Class B Ordinary Shares underlying warrants.
(64)	Consists of (i) 296 Class B Ordinary Shares and (ii) 29 Class B Ordinary Shares underlying warrants.
(65)	Does not include 2,222 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Carlton Fiorentino, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(66)	Does not include 44,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Greg Blatt, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(67)	Does not include 4,444 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Jordan Siberry, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(68)	Does not include 555 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Patrick Loney, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(69)	Does not include 555 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Patrick Murck, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(70)	Does not include 11,111 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Sonny Singh, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(71)	Does not include 4,500 Class B ordinary shares underlying PIPE Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $67.50 per share, held directly by Robert Chalmers Revocable Trust, which, if exercised would represent less than 1% of the Percent of Class B Ordinary Shares.
(72)	Consists of 7,888 Class B Ordinary Shares. Daniel J. McClory, the control person of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. Mr. McClory may be deemed to be the beneficial owner of such shares. Mr. McClory, however, disclaims any beneficial ownership of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 6 Venture Suite 395, Irvine, CA 92618. Mr. McClory is an executive Director of the Company.
(73)	Consists of 10,000 Class B Ordinary Shares. Daniel J. McClory, the Managing Member of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 318 N. Carson Street, Suite 208, Carson City, NV 8970. Mr. McClory is an executive Director of the Company.
(74)	Consists of 77,500 Class B Ordinary Shares. Mr. McClory is an executive Director of the Company.
(75)	Consists of 50,033 Class B Ordinary Shares. Daniel J. McClory, the President of the Selling Securityholder, has voting and investment control of the shares held by the Selling Securityholder. The address of the Selling Securityholder is 6525 Gunpark Drive, Suite 370-103, Boulder, CO 80301. Mr. McClory is an executive Director of the Company.

 

 

PLAN OF DISTRIBUTION

 

Each Selling Securityholder and any of their pledgees, donees, transferees, assignees, and other successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the Securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Selling Securityholders reserve the right to accept and, together with their respective agents, to reject, any proposed purchase of securities to be made directly or through agents. The Selling Securityholders and any permitted transferees may sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions. A Selling Securityholder may use any one or more of the following methods when selling securities:

 

●

through brokers or dealers (who may act as agent or principal and who may receive compensation in the form of discounts, concessions or commissions from such Selling Securityholder, the purchaser or such other persons who may be effecting such sales, which discounts, concessions or commissions as to any particular broker or dealer may be in excess of those customary to the types of transactions involved) for resale to the public or to institutional investors at various times;

 

●

through negotiated transactions, including, but not limited to, block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●

through purchases by a broker or dealer as principal and resale by that broker or dealer for its account;

 

●

on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices;

 

●

in privately negotiated transactions other than exchange or quotation service transactions;

 

●

short sales, purchases or sales of put, call or other types of options, forward delivery contracts, swaps, offerings of structured equity-linked securities or other derivative transactions or securities;

 

●

hedging transactions, including, but not limited to:

 

	●	transactions with a broker-dealer or its affiliate, whereby the broker-dealer or its affiliate will engage in short sales of shares and may use shares held by such Selling Securityholder to close out its short position;
	●	options or other types of transactions that require the delivery of shares to a broker-dealer or an affiliate thereof, who will then resell or transfer the shares; or
	●	loans or pledges of shares to a broker-dealer or an affiliate, who may sell the loaned shares or, in an event of default in the case of a pledge, sell the pledged shares;
	●	through offerings of securities exercisable, convertible or exchangeable for shares, including, without limitation, securities issued by trusts, investment companies or other entities;

 

 

	●	offerings directly to one or more purchasers, including institutional investors;
	●	through ordinary brokerage transactions and transactions in which a broker solicits purchasers;

 

●

through distribution to the security holders of the Selling Securityholder;

 

●

by pledge to secure debts and other obligations;

 

●

through a combination of any such methods of sale; or

 

●

through any other method permitted under applicable law.

 

The Selling Securityholders may also sell securities under Rule 144 under the Securities Act (“Rule 144”) or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

 

In addition, a Selling Securityholder that is an entity may elect to make an in-kind distribution of securities to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.

 

The Selling Securityholders also may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus. Upon being notified by the Selling Securityholders that a donee, pledgee, transferee, other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus to name specifically such person as a Selling Securityholder.

 

Broker-dealers engaged by the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

 

In connection with the sale of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

 

The Selling Securityholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

 

We are required to pay certain fees and expenses incurred by the Company incident to the registration of the Securities. The Company has agreed to indemnify the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The Company shall not be responsible for any of the Selling Securityholders’ selling costs incurred pursuant to any available method provided hereunder for selling securities.

 

With respect to the PIPE Pre-Funded Warrant Shares, PIPE Common Warrants, PIPE Warrant Shares, Strategic Advisor Warrants, and Strategic Advisor Warrant Shares (other than the Strategic Advisor Warrant Shares issued upon the exercise of the WPA Investor Warrants), we are obligated to maintain the effectiveness of this registration statement until such Securities (i) have been sold, hereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. With respect to the McClory Shares and the Strategic Advisor Warrant Shares that were issued upon exercise of the WPA Investor Warrants, we are obligated to maintain the effectiveness of this registration statement until the earlier of the date (i) such Securities have been sold or (ii) that is two years from the closing date of the PIPE Offering. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Class B Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Class B Ordinary Shares by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

 

 

LEGAL MATTERS

 

The validity of the issuance of the Class B Ordinary Shares covered by this prospectus, PIPE Common Warrants and Strategic Advisor Warrants, the Legacy Warrant Shares, the PIPE Shares, the McClory Shares, and certain other legal matters as to Irish law will be passed upon for us by Arthur Cox LLP, Dublin, Ireland. Certain other legal matters relating to U.S. federal law and the laws of the State of New York will be passed upon for us by Paul Hastings LLP who may also rely upon Arthur Cox LLP with respect to matters governed by Irish law.

 

EXPERTS

 

The audited consolidated financial statements as of December 31, 2025 and 2024 and related notes incorporated herein by reference from the 2025 Annual Report, have been audited by Reliant CPA PC, an independent registered public accounting firm, as stated in its report, which is incorporated by reference and has been so incorporated in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus is registering the securities that may be offered and sold hereunder. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are required to file reports and other information with the SEC pursuant to the Exchange Act, including annual reports on Form 20-F and reports on Form 6-K.

 

The SEC maintains a website that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The address of the website is www.sec.gov. The information on our website (https://solmate.com), other than our SEC filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

 

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The SEC allows us to “incorporate by reference” the information we file with it into this prospectus. This means that we can disclose important information about us and our financial condition to you by referring you to another document filed separately with the SEC instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the information contained in the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act, except for information “furnished” to the SEC which is not deemed filed and not incorporated by reference into this prospectus (unless otherwise indicated below), until the termination of the offering of securities described in the applicable prospectus supplement:

 

●

the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on May 15, 2026, as amended by the Amendment No. 1 to the Annual Report on Form 20-F, filed with the SEC on June 22, 2026;

 

●

the Company’s Reports on Form 6-K furnished to the SEC on January 2, 2026, January 23, 2026, February 9, 2026, February 13, 2026, March 10, 2026, March 24, 2026, April 7, 2026, April 20, 2026, April 24, 2026, April 27, 2026, April 28, 2029, April 29, 2026, May 4, 2026, May 6, 2026, May 12, 2026, May 21, 2026, May 26, 2026, May 27, 2026, May 27, 2027, May 29, 2026, June 1, 2026, June 2, 2026 and June 26, 2026; and

 

●

the description of the Company’s Class B Ordinary Shares contained in the Company’s Registration Statement on Form 8-A (File No. 001-41606) filed with the SEC on January 26, 2023, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

We also incorporate by reference any future annual reports on Form 20-F we file with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of securities by means of this prospectus, and any future reports of foreign private issuer on Form 6-K we furnish with the SEC during such period that are identified in such reports as being incorporated by reference in this prospectus.

 

Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any documents incorporated by reference have been modified or superseded. Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.

 

We will provide without charge to any person (including any beneficial owner) to whom this prospectus is delivered, upon oral or written request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits to those documents unless a document states that one of its exhibits is incorporated into the document itself). Such request should be directed to: Brera Holdings PLC, Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland, and telephone number +353 1 237 3700.

 

 

 

BRERA HOLDINGS PLC

 

PIPE Common Warrants to Purchase up to 6,666,648 Class B Ordinary Shares

6,666,648 Class B Ordinary Shares Underlying PIPE Common Warrants

Strategic Advisor Pre-Funded Warrants to Purchase up to 333,331 Class B Ordinary Shares

333,331 Class B Ordinary Shares Underlying Strategic Advisor Pre-Funded Warrants

Strategic Advisor Common Warrants 1 to Purchase up to 166,663 Class B Ordinary Shares

166,663 Class B Ordinary Shares Underlying Strategic Advisor Common Warrants 1

1,069 Class B Ordinary Shares Underlying Warrants

6,776,069 Class B Ordinary Shares

 

 

PRELIMINARY PROSPECTUS

 

             , 2026

 

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 8. Indemnification of Directors and Officers.

 

To the fullest extent permitted by Irish law, our constitution (which will be substantially in the form attached as Exhibit 3.1 to this registration statement) will confer an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Act, which prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate secretary over and above the limitations imposed by the Irish Companies Act will be void under Irish law, whether contained in its constitution or any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are not directors or other persons who would not be considered “officers” within the meaning of that term under the Irish Companies Act. Our constitution will also contain indemnification and expense advancement provisions for persons who are not directors or our corporate secretary.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

At present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

 

Item 9. Exhibits.

 

Exhibit No.		Description
2.1		Description of Securities Pursuant to Section 12 of the Exchange Act as of December 31, 2024 (incorporated by reference to Exhibit 2.1 to Annual Report on Form 20-F filed on May 15, 2025)
2.2		Subscription Agreement and Certificate of Designation of Series A Preferred Shares (incorporated by reference to Exhibit 1.1 to Form 6-K filed on December 27, 2024)
2.3		Amendment No. 1 to Certificate of Designation of Preferences, Benefits and Limitations of Series A Preferred Shares (Incorporated by reference to Exhibit 2.5 to Form 20-F filed on May 15, 2025)
3.1		Constitution of the Registrant (incorporated by reference to Exhibit 3.1 filed on Form 6-K, filed on September 26, 2025)
4.1		Form of PIPE Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 filed on Form 6-K September 18, 2025)
4.2		Form of PIPE Common Warrant Agreement (Incorporated by reference to Exhibit 4.2 filed on Form 6-K September 18, 2025)
4.3		Form of Strategic Advisor Pre-Funded Warrant (Incorporated by reference to Exhibit 4.3 filed on Form 6-K September 26, 2025)
4.4		Form of Strategic Advisor Common Warrant 1 (Incorporated by reference to Exhibit 4.4 filed on Form 6-K September 26, 2025)
4.5		Form of Strategic Advisor Common Warrant 2 (Incorporated by reference to Exhibit 4.5 filed on Form 6-K September 26, 2025)
4.6		Rights Agreement, dated as of April 24, 2026, by and between Brera Holdings PLC and Equiniti Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.1 to Form 6-K filed on April 24, 2026)

 

 

4.7		Second Amendment to Brera Holdings Public Limited 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 4.6 filed on Form F-3ASR November 19, 2025)
5.1		Legal Opinion of Arthur Cox LLP
10.1		Form of Securities Purchase Agreement, dated as of September 18, 2025, between Brera Holdings PLC and each Purchaser (as defined therein) (Incorporated by reference to Exhibit 10.1 filed on Form 6-K September 18, 2025)
10.2		Form of Registration Rights Agreement, dated as of September 18, 2025, between Brera Holdings PLC and each Holder (as defined therein) (Incorporated by reference to Exhibit 10.2 filed on Form 6-K September 18, 2025
10.3		Strategic Advisor Agreement, dated September 18, 2025 (Incorporated by reference to Exhibit 10.4 filed on Form 6-K September 26, 2025
10.4		Investor Warrant Purchase Agreement, dated September 23, 2025 (Incorporated by reference to Exhibit 10.5 filed on Form 6-K September 26, 2025
10.5		Investor Registration Rights Agreement, dated September 23, 2025 (Incorporated by reference to Exhibit 10.6 filed on Form 6-K September 26, 2025
10.6		DM Warrant Purchase Agreement, dated September 23, 2025 (Incorporated by reference to Exhibit 10.7 filed on Form 6-K September 26, 2025
10.7		DM Registration Rights Agreement 1, dated September 23, 2025 (Incorporated by reference to Exhibit 10.8 filed on Form 6-K September 26, 2025
10.8		Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.9 filed on Form 6-K September 26, 2025
10.9		DM Registration Rights Agreement 2, dated September 23, 2025 (Incorporated by reference to Exhibit 10.10 filed on Form 6-K September 26, 2025
10.10		Employment Agreement with Justin Bowes, effective November 4, 2025 (Incorporated by reference to Exhibit 10.1 filed on Form 6-K November 7, 2025).
10.11		Employment Agreement with Alberto Libanori, effective November 4, 2025 (Incorporated by reference to Exhibit 10.1 filed on Form 6-K November 13, 2025).
10.12		Amendment No. 1, dated October 28, 2025, to the Strategic Advisor Agreement among Brera Holdings PLC and the Strategic Advisors (as defined therein) (incorporated by reference to Exhibit 10.2 to Form 6-K filed on November 13, 2025)
10.13		Controlled Equity OfferingSM Sales Agreement, dated as of November 18, 2025, by and between the Company and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.1 to Form 6-K filed on November 18, 2025)
10.14		Employment Agreement between Brera Holdings PLC and Asel Mukhamejarova (incorporated by reference to Exhibit 10.1 to Form 6-K filed on December 3, 2025)
10.15		Independent Director Agreement between Brera Holdings PLC and Erez Simha (incorporated by reference to Exhibit 10.1 to Form 6-K filed on January 2, 2026)
10.16		Validator Services Agreement, dated January 22, 2026, by and between Brera Holdings PLC and RockawayX Infra Ltd. (Incorporated by reference to Exhibit 4.59 filed on Form 20-F May 15, 2026)
10.17		Advisory Services Agreement, dated February 9, 2026, by and between Brera Holdings PLC and Pulsar Group Ltd. (incorporated by reference to Exhibit 10.1 to Form 6-K filed on February 13, 2026)
10.18		Amendment to Advisory Services Agreement, dated February 13, 2026, by and between Brera Holdings PLC and Pulsar Group Ltd. (incorporated by reference to Exhibit 10.2 to Form 6-K filed on February 13, 2026)
10.19		Consulting Agreement between Brera Holdings PLC and Daniel McClory, dated as of January 19, 2026 (Incorporated by reference to Exhibit 4.63 filed on Form 20-F May 15, 2026)
10.20		Form of Subscription Agreement between Brera Holdings PLC and each Purchaser, dated May 21, 2026 (Incorporated by reference to Exhibit 10.1 filed on Form 6-K May 27, 2026)
23.1		Consent of Reliant CPA PC
23.2		Consent of Arthur Cox LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page hereof)
107		Filing Fee Table

 

 

Item 10. Undertakings.

 

(a)	The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement,

 

provided, however, that subsections (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act (15 U.S.C. 77j(a)(3)) need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

 

(5)

That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser:

 

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

 

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offer made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(6)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities:

 

The undersigned registrant undertakes that in an offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)

That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(d)	The undersigned registrant hereby undertakes that:

 

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, FL on June 26, 2026.

 

	BRERA HOLDINGS PLC
	By:	/s/ Ron Sade
		Ron Sade
		Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ron Sade and Erez Simha, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Ron Sade		Chief Executive Officer (Principal Executive Officer) and Director		June 26, 2026
Ron Sade
/s/ Asel Mukhamejarova		Chief Financial Officer (Principal Financial and Accounting Officer)		June 26, 2026
Asel Mukhamejarova
/s/ Alyazi Saeed Almheiri		Director		June 26, 2026
Alyazi Saeed Almheiri
/s/ Erez Simha		Director		June 26, 2026
Erez Simha
/s/ Tariq Salem Alsaman Alnuaimi		Director		June 26, 2026
Tariq Salem Alsaman Alnuaimi
/s/ Keren Maimon		Director		June 26, 2026
Keren Maimon

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this registration statement on Form F-3 in New York, NY on June 26, 2026.

 

	U.S. Authorized Representative
	By:	Cogency Global Inc.
		/s/ Colleen A. De Vries
		Name:	Colleen A. De Vries
		Title:	Senior Vice-President on behalf of Cogency Global Inc.

 

ATTACHMENTS / EXHIBITS

LEGAL OPINION OF ARTHUR COX LLP

CONSENT OF RELIANT CPA PC

FILING FEE TABLE

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: ea029139401ex-fee_htm.xml

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Brera Holdings board re-elected using shares directors issued to themselves
• M6 Group Wins the Award for Best General Meeting Brochure at the 2026 Transparency Awards
• In HelloNation, Painting Expert Melvin Jones Explains What to Do Before Painters Arrive at Your Home