{"url_path":"/sec/slmt/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ****. Additional Information**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1939965/0001213900-26-057974-index.html","accession_number":"0001213900-26-057974","cik":"0001939965","ticker":"SLMT","issuer_name":"Brera Holdings PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939965/0001213900-26-057974-index.html","primary_entity_key":"0001939965","primary_entity_name":"Brera Holdings PLC"},"word_count":7217,"has_tables":true,"body_markdown":"**Item\n10****. Additional Information**\n\n \n\n**10.A. Share Capital**\n\n \n\nNot applicable.\n\n \n\n**10.B. Memorandum and Articles of Association**\n\n \n\nThe description of certain terms and provisions\nof our constitution, as amended, and certain related sections of the Irish Companies Act are incorporated by reference to our Registration\nStatement filed on Form F-1 (File No. 333-268187) filed with the SEC and as declared effective on January 26, 2023.\n\n \n\n**10.C. Material Contracts**\n\n \n\nAll material contracts governing the business\nof the Company are described elsewhere in this Annual Report or in the information incorporated by reference herein.\n\n \n\n**10.D. Exchange Controls**\n\n** **\n\nUnder Irish law, there are currently no\nIrish restrictions on the export or import of capital, including foreign exchange controls, that affect the remittance of dividends,\ninterest, or other payments to non-resident holders of our ordinary shares, other than Irish dividend withholding tax where an applicable\nexemption does not apply. However: \n\n \n\n●The\nIrish Minister for Finance has power under the Financial Transfers Act 1992 to restrict financial\ntransfers between Ireland and other countries by ministerial order.\n\n \n\n●It\nis an offence under Irish law to transfer funds, or to make funds or economic resources available,\nin contravention of applicable Irish, EU, or UN financial sanctions. EU regulations implementing\nUN Security Council resolutions and EU autonomous sanctions prohibit financial transfers\ninvolving designated persons and entities on the relevant consolidated lists.\n\n \n\nShareholders should ensure their dealings in\nour shares comply with all applicable sanctions laws and regulations.. See “Item 10. Additional Information-E. Taxation.”\n\n \n\n**10.E. Taxation**\n\n* *\n\n*The following summary contains a description\nof material Irish and U.S. federal tax consequences of the acquisition, ownership and disposition of our Class B Ordinary Shares. This\nsummary should not be considered a comprehensive description of all the tax considerations that may be relevant to the decision to acquire,\nown or dispose of our Class B Ordinary Shares.*\n\n** **\n\n**Irish Tax Considerations**\n\n \n\nThe following is a summary of the material\nIrish tax consequences applicable to the acquisition, ownership and disposition of our Class B Ordinary Shares for certain beneficial\nholders. The summary is based upon Irish tax laws and the published practice of the Revenue Commissioners of Ireland in effect on the\ndate of this Annual Report. Changes in law and/or administrative practice may result in alteration of the tax considerations described\nbelow, possibly with retrospective effect.\n\n \n\nThe summary does not constitute legal\nor tax advice and is intended only as a general guide. The summary is not exhaustive, and holders of our Class B Ordinary Shares should\nconsult their own tax advisors about the Irish tax consequences (and the tax consequences under the laws of other relevant jurisdictions)\nof the acquisition, ownership, and disposal of our Class B Ordinary Shares. The summary applies only to shareholders who will own our\nClass B Ordinary Shares as capital assets and does not apply to other categories of shareholders, such as dealers in securities, trustees,\ninsurance companies, collective investment schemes and shareholders who have, or who are deemed to have, acquired Class B Ordinary Shares\nby virtue of an Irish office or employment (performed or carried on to any extent in Ireland) or certain entities associated with our\ncompany.\n\n** **\n\n81\n\n \n\n** **\n\n**Tax on Chargeable Gains**\n\n \n\nThe current rate of tax on chargeable\ngains (where applicable) in Ireland is 33%.\n\n \n\nA disposal of our Class B Ordinary Shares\nby a shareholder who is not resident or ordinarily resident for tax purposes in Ireland will not give rise to Irish tax on any chargeable\ngain realized on such disposal unless such Class B Ordinary Shares are used in or for the purposes of a trade carried on by such shareholder\nin Ireland through an Irish branch or agency or are used or held or acquired for use by or for the purposes of such a branch or agency.\n\n \n\nA holder of our Class B Ordinary Shares\nwho is an individual and who is temporarily non-resident in Ireland may, under Irish anti-avoidance legislation, be liable to Irish tax\non any chargeable gain realized on a disposal of our Class B Ordinary Shares during the period in which such individual is non-resident.\n\n** **\n\n**Stamp Duty**\n\n \n\nThe rate of stamp duty (where applicable)\non transfers of shares in Irish incorporated companies generally is 1% of the price paid or the market value of the shares acquired,\nwhichever is greater. Where Irish stamp duty arises, it is generally a liability of the buyer or transferee. However, in the case of\na gift or transfer at less than fair market value, all parties to the transfer are jointly and severally liable. Irish stamp duty may,\ndepending on the manner in which our Class B Ordinary Shares are held, be payable in respect of transfers of our Class B Ordinary Shares.\n\n \n\n*Shares held through DTC*\n\n* *\n\nThe company has entered into arrangements with\nDTC to allow the Class B Ordinary Shares to be settled through the facilities of DTC.\n\n \n\nA transfer of our Class B Ordinary Shares effected\nby means of the debit / credit of book entry interests representing our Class B Ordinary Shares through DTC will not be subject to Irish\nstamp duty.\n\n \n\n*Shares held outside of DTC or transferred\ninto or out of DTC*\n\n \n\nA transfer of our Class B Ordinary Shares where\nany party to the transfer holds such shares outside of DTC may be subject to Irish stamp duty. Holders of our Class B Ordinary Shares\nwishing to transfer their shares into (or out of) DTC may do so without giving rise to Irish stamp duty provided that:\n\n \n\n●there\nis no change in the beneficial ownership of such shares as a result of the transfer;\nand\n\n \n\n●the\ntransfer into (or out of) DTC is not effected in contemplation of a sale of such shares by\na beneficial owner to a third party.\n\n \n\nDue to the potential Irish stamp duty charge\non transfers of our Class B Ordinary Shares, any person who wishes to acquire our Class B Ordinary Shares of our company should consider\nacquiring such shares through DTC.\n\n \n\n**Withholding Tax on Dividends**\n\n \n\nWe do not expect to pay dividends for\nthe foreseeable future. To the extent that we do make dividend payments (or other returns to shareholders that are treated as “distributions”\nfor Irish tax purposes), it should be noted that such distributions made by us will, in the absence of one of many exemptions, be subject\nto Irish dividend withholding tax, or DWT, currently at a rate of 25%.\n\n \n\nFor DWT and income tax purposes, a distribution\nincludes any distribution that may be made by us to our shareholders, including cash dividends, non-cash dividends and additional shares\ntaken in lieu of a cash dividend. Where an exemption does not apply in respect of a distribution made to a particular shareholder, we\nare responsible for withholding DWT prior to making such distribution.\n\n** **\n\n**General Exemptions**\n\n \n\nThe following is a general overview of\nthe scenarios where it will be possible for us to make payments of dividends without deduction of DWT.\n\n \n\n82\n\n \n\n \n\nIrish domestic law provides that a non-Irish\nresident holder of our Class B Ordinary Shares is not subject to DWT on distributions received from us if such shareholder is beneficially\nentitled to the distribution and is either:\n\n \n\n●a\nperson (not being a company) resident for tax purposes in a Relevant Territory (including\nthe United States) and is neither resident nor ordinarily resident in Ireland (the current\nlist of Relevant Territories for DWT purposes are: Albania, Armenia, Australia, Austria,\nBahrain, Belarus, Belgium, Bosnia & Herzegovina, Botswana, Bulgaria, Canada, Chile, China,\nCroatia, Cyprus, Czech Republic, Denmark, Egypt, Estonia, Ethiopia, Finland, France, Georgia,\nGermany, Ghana, Greece, Hong Kong, Hungary, Iceland, India, Israel, Italy, Japan, Kazakhstan,\nKenya, Korea, Kosovo, Kuwait, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Malaysia,\nMalta, Mexico, Moldova, Montenegro, Morocco, Netherlands, New Zealand, Norway, Oman, Pakistan,\nPanama, Poland, Portugal, Qatar, Romania, Russia, Saudi Arabia, Serbia, Singapore, Slovak\nRepublic, Slovenia, South Africa, Spain, Sweden, Switzerland, Thailand, The Republic Of Turkey,\nUkraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Vietnam and Zambia);\n\n \n\n●a\ncompany which is not resident for tax purposes in Ireland but is resident for tax purposes\nin a Relevant Territory, provided such company is not under the control, whether directly\nor indirectly, of a person or persons who is or are resident in Ireland;\n\n \n\n●\na\ncompany, which is not resident for tax purposes in Ireland, that is controlled, directly\nor indirectly, by persons resident in a Relevant Territory and who is or are (as the case\nmay be) not controlled, directly or indirectly, by persons who are not resident in a Relevant\nTerritory;\n\n \n\n●a\ncompany, which is not resident for tax purposes in Ireland, whose principal class of shares\n(or those of its 75% direct or indirect parent) is substantially and regularly traded on\na stock exchange in Ireland, on a recognized stock exchange in a Relevant Territory or on\nsuch other stock exchange approved by the Irish Minister for Finance; or\n\n \n\n●a\ncompany, which is not resident for tax purposes in Ireland, that is wholly owned, directly\nor indirectly, by two or more companies where the principal class of shares of each of such\ncompanies is substantially and regularly traded on a stock exchange in Ireland, on a recognized\nstock exchange in a Relevant Territory or on such other stock exchange approved by the Irish\nMinister for Finance,\n\n \n\nand provided, in all cases noted above,\nwe have received from the holder of our Class B Ordinary Shares, where required, the relevant Irish Revenue Commissioners DWT Form(s)\nprior to the payment of the distribution and such DWT Form(s) remain valid.\n\n \n\nThe company will be responsible for withholding\nany DWT required if the payee has not provided proper documentation that they are exempt from such DWT.\n\n \n\nFor non-Irish resident holders of our\nClass B Ordinary Shares that cannot avail themselves of one of Ireland’s domestic law exemptions from DWT, it may be possible for\nsuch shareholders to rely on the provisions of a double tax treaty to which Ireland is party to reduce the rate of DWT.\n\n \n\nThe holders of our Class B Ordinary Shares\nthat do not fall within any of the categories specifically referred to above may nonetheless fall within other exemptions from DWT (subject\nif required to certain administrative obligations being satisfied). If any holders of our Class B Ordinary Shares are exempt from DWT,\nbut receive distributions subject to DWT, such shareholders may apply for refunds of such DWT from the Revenue Commissioners of Ireland.\n\n** **\n\n**Income Tax on Dividends Paid on\nour Class B Ordinary Shares**\n\n \n\nIrish income tax may arise for certain\npersons in respect of dividends received from Irish resident companies. A shareholder that is not resident or, in the case of individuals,\nordinarily resident in Ireland and that is entitled to an exemption from DWT generally has no liability to Irish income tax or the universal\nsocial charge on dividends or distributions received from us. An exception to this position may apply where such holder holds our Class\nB Ordinary Shares through a branch or agency in Ireland through which a trade is carried on.\n\n \n\nA holder of our Class B Ordinary Shares\nthat is not resident or ordinarily resident in Ireland and that is not entitled to an exemption from DWT generally has no additional\nIrish income tax liability or a liability to the universal social charge. The DWT deducted by us discharges the liability to income tax.\nAn exception to this position may apply where the holder holds our Class B Ordinary Shares through a branch or agency in Ireland through\nwhich a trade is carried on.\n\n** **\n\n**Capital\nAcquisitions Tax**\n\n \n\nIrish capital acquisitions tax, or CAT,\ncomprises principally gift tax and inheritance tax. CAT could apply to a gift or inheritance of our Class B Ordinary Shares irrespective\nof the place of residence, ordinary residence or domicile of the parties. This is because our Class B Ordinary Shares are regarded as\nproperty situated in Ireland for Irish CAT purposes as our share register must be held in Ireland. The person who receives the gift or\ninheritance has primary liability for CAT.\n\n** **\n\n83\n\n \n\n** **\n\nCAT is currently levied at a rate of 33%\nabove certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the\ndonee, and (ii) the aggregation of the values of previous taxable gifts and taxable inheritances received by the donee from persons within\nthe same group threshold. Gifts and inheritances passing between spouses of the same marriage or civil partners of the same civil partnership\nare exempt from CAT. Children have a tax-free threshold of €440,000 in respect of taxable gifts or inheritances received from their\nparents. The holders of our Class B Ordinary Shares should consult their own tax advisors as to whether CAT is creditable or deductible\nin computing any domestic tax liabilities.\n\n \n\nThere is also a “small gift exemption”\nfrom CAT whereby the first €3,000 of the taxable value of all taxable gifts taken by a donee from any one donor, in each calendar\nyear, is exempt from CAT and is also excluded from any future aggregation. This exemption does not apply to an inheritance.\n\n** **\n\n**THE IRISH TAX CONSIDERATIONS SUMMARIZED\nABOVE ARE FOR GENERAL INFORMATION ONLY. HOLDERS OF OUR CLASS B ORDINARY SHARES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX\nCONSEQUENCES IN IRELAND, INCLUDING RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSAL OF SUCH ORDINARY SHARES.**\n\n \n\n**U.S. Federal Income Taxation Considerations**\n\n \n\nThe following discussion describes the\nmaterial U.S. federal income tax consequences relating to the ownership and disposition of our ordinary shares by U.S. Holders (as defined\nbelow). This discussion applies to U.S. Holders that have purchased our ordinary shares and hold such ordinary shares as capital assets.\nThis discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury regulations promulgated thereunder\nand administrative and judicial interpretations thereof, and the income tax treaty between Ireland and the United States (the “Treaty”),\nall as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not\naddress all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances\nor to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance\ncompanies, currency or securities dealers and traders in securities or other persons that generally mark their securities to market for\nU.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts,\ncertain former citizens or residents of the United States, persons who hold our ordinary shares as part of a “straddle”,\n“hedge”, “conversion transaction”, “synthetic security” or integrated investment, persons that have\na “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more\nof the voting power of our shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special\ntax accounting rules under Section 451(b) of the Code, partnerships and other pass-through entities, and investors in such pass-through\nentities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or\nalternative minimum tax consequences.\n\n \n\nAs used in this discussion, the term “U.S.\nHolder” means a beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes, (i) an individual who is\na citizen or resident of the United States, (ii) a corporation (or entity treated as a corporation for U.S. federal income tax purposes)\ncreated or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income\nof which is subject to U.S. federal income tax regardless of its source or (iv) a trust (x) with respect to which a court within the\nUnited States is able to exercise primary supervision over its administration and one or more United States persons have the authority\nto control all of its substantial decisions or (y) that has elected under applicable U.S. Treasury regulations to be treated as a U.S.\nperson for U.S. federal income tax purposes.\n\n \n\nIf an entity treated as a partnership\nfor U.S. federal income tax purposes holds our ordinary shares, the U.S. federal income tax consequences relating to an investment in\nour ordinary shares will depend in part upon the status and activities of such entity and the particular partner. Any such entity should\nconsult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership\nand disposition of our ordinary shares. Persons considering an investment in our ordinary shares should consult their own tax advisors\nas to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our ordinary shares,\nincluding the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.\n\n \n\n**Passive\nForeign Investment Company Consequences**\n\n** **\n\nIn general, a corporation organized outside\nthe United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (1) at least\n75% of its gross income is “passive income” or (2) on average at least 50% of its assets, determined on a quarterly basis,\nare assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes,\namong other things, dividends, interest, royalties, rents, gains from the sale or exchange of property that gives rise to passive income,\nand net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income derived in the active\nconduct of a trade or business). Assets that produce or are held for the production of passive income generally include cash, even if\nheld as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally,\nin determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which\nit owns, directly or indirectly, at least a 25% interest (by value) is taken into account.\n\n \n\n84\n\n \n\n \n\nThere can be no assurance regarding our\nPFIC status for the current taxable year or foreseeable taxable years because our PFIC status is a factual determination made annually\nthat will depend, in part, upon the composition of our income and assets. Furthermore, whether and to which extent our income and assets\nwill be characterized as active or passive will depend on various factors that are subject to uncertainty, including the application\nof laws that are subject to varying interpretation. For example, there is no authority that directly addresses the treatment under the\nPFIC rules of Solana or other digital assets and transactions involving Solana or other digital assets. In addition, the extent to which\nour goodwill and other intangible assets should be characterized as a non-passive asset is not entirely clear and we have not obtained\nany valuation of our assets (including the value of our goodwill, which may be determined by reference to the market price of our ordinary\nshares, which could fluctuate considerably). Accordingly, we can give no assurance that we will not be a PFIC under the income or asset\ntest for any taxable year or. Even if we were to determine that we are not a PFIC for a taxable year, there can be no assurance that\nthe IRS will agree with our conclusion and that the IRS would not successfully challenge our position.\n\n \n\nIf we are a PFIC in any taxable year during\nwhich a U.S. Holder owns our ordinary shares, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC\nexcess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual\ndistributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our ordinary shares,\nand (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of our ordinary shares, whether or not we continue\nto be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution\nor gain ratably over the U.S. Holder’s holding period for our ordinary shares. The amount allocated to the current taxable year\n(i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we\nare a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed\nat the highest marginal rates in effect for individuals or corporations, as applicable, to ordinary income for each such taxable year,\nand an interest charge, generally applicable to underpayments of tax, will be added to the tax.\n\n \n\nIf we are a PFIC for any year during which\na U.S. Holder holds our ordinary shares, that U.S. Holder must generally continue to treat us as a PFIC for all succeeding years during\nwhich the U.S. Holder holds our ordinary shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a\n“deemed sale” election with respect to our ordinary shares. If the election is made, the U.S. Holder will be deemed to sell\nour ordinary shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and\nany gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the\nU.S. Holder’s ordinary shares would not be treated as shares of a PFIC unless we subsequently again become a PFIC.\n\n \n\nIf we are a PFIC for any taxable year\nduring which a U.S. Holder holds our ordinary shares and one of our non-U.S. corporate subsidiaries is also a PFIC (i.e., a lower-tier\nPFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be\ntaxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of\nthe lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. U.S. Holders\nare advised to consult their tax advisors regarding the application of the PFIC rules to our non-U.S. subsidiaries.\n\n \n\nIf we are a PFIC, a U.S. Holder will not\nbe subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our ordinary shares if such U.S. Holder\nmakes a valid “mark-to-market” election for our ordinary shares. A mark-to-market election is available to a U.S. Holder\nonly for “marketable stock”.\n\n \n\nOur ordinary shares are expected to be\nmarketable stock as they are expected to remain listed on Nasdaq and be “regularly traded,” other than in de minimis quantities,\non at least 15 days during each calendar quarter. There can be no assurance that the ordinary shares will be “regularly traded”\nfor purposes of these rules. If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary\nincome each year, the excess of the fair market value of our ordinary shares held at the end of such taxable year over the adjusted tax\nbasis of such ordinary shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted\ntax basis of such our ordinary shares over their fair market value at the end of the taxable year, but only to the extent of the excess\nof amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s\ntax basis in our ordinary shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election.\nAny gain from a sale, exchange or other disposition of our ordinary shares in any taxable year in which we are a PFIC would be treated\nas ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent\nof any net mark-to-market gains previously included in income) and thereafter as capital loss.\n\n \n\nA mark-to-market election will not apply\nto our ordinary shares for any taxable year during which we are not a PFIC, but it will remain in effect with respect to any subsequent\ntaxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in\nthe future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any\nlower-tier PFICs that we may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for our\nordinary shares. U.S. Holders should consult their own tax advisors to determine whether the mark-to-market tax election is available\nto them and the consequences resulting from such election.\n\n \n\n85\n\n \n\n \n\nThe tax consequences that would apply\nif we are or become a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing\nfund, or QEF, election. At this time, we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make\na QEF election. Consequently, prospective investors should assume that a QEF election will not be available.\n\n \n\nU.S. persons who are investors in a PFIC\nare generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department\nmay require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations\nwith respect to U.S. federal income tax.\n\n \n\n**The U.S. federal income tax rules relating\nto PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact\nof PFIC status on the purchase, ownership and disposition of our ordinary shares, the consequences to them of an investment in a PFIC,\nany elections available with respect to our ordinary shares and the IRS information reporting obligations with respect to the purchase,\nownership and disposition of the ordinary shares of a PFIC.**\n\n \n\n**Distributions**\n\n \n\nSubject to the discussion above under\n“-*Passive Foreign Investment Company Consequences*”, a U.S. Holder that receives a distribution with respect to our\nordinary shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually\nor constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits\n(as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because\nit exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a\ntax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s ordinary shares. To the\nextent the non-dividend portion of the distribution exceeds the adjusted tax basis of the U.S. Holder’s ordinary shares, the remainder\nwill be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles,\nU.S. Holders should generally expect all distributions to be reported to them as dividends. Distributions on our ordinary shares that\nare treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and\ngenerally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction\ngenerally allowed to corporate shareholders with respect to dividends received from U.S. corporations.\n\n \n\nAs discussed above under “*Dividend\nPolicy*”, we do not currently expect to make distributions on our ordinary shares. Subject to the discussion above under “*-Passive\nForeign Investment Company Consequences*”, for so long as our ordinary shares are listed on Nasdaq or we are eligible for benefits\nunder the Treaty, dividends paid to certain non-corporate U.S. Holders will be eligible for taxation as “qualified dividend income”\nand therefore, subject to applicable holding period requirements, will be taxable at rates not in excess of the long-term capital gain\nrate applicable to such U.S. Holder. The amount of a dividend will include any amounts withheld by us in respect of Irish income taxes.\nThe amount of the dividend will be treated as foreign source dividend income to U.S. Holders and will not be eligible for the dividends-received\ndeduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the\ndate of the U.S. Holder’s receipt of the dividend. The amount of any dividend income paid in Euros will be the U.S. dollar amount\ncalculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment\nis in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder\nshould not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency\ngain or loss if the dividend is converted into U.S. dollars at a later date.\n\n \n\nSubject to applicable limitations, some\nof which vary depending upon the U.S. Holder’s particular circumstances, Irish income taxes withheld from dividends on ordinary\nshares (at a rate not exceeding the rate provided by the Treaty) will be creditable against the U.S. Holder’s U.S. federal income\ntax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability\nof foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct\nforeign taxes, including any Irish income tax, in computing their taxable income, subject to generally applicable limitations under U.S.\nlaw. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the\ntaxable year.\n\n \n\nDividends paid by a “qualified foreign\ncorporation” are eligible for taxation for certain non-corporate U.S. Holders at a reduced capital gains rate rather than the marginal\ntax rates generally applicable to ordinary income provided that certain requirements are met. However, if we are a PFIC for the taxable\nyear in which the dividend is paid or the preceding taxable year (see discussion above under “-*Passive Foreign Investment Company\nConsequences*”), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate\ndescribed above will not apply. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax\nrate on dividends with regard to its particular circumstances.\n\n \n\n86\n\n \n\n \n\nA non-U.S. corporation (other than a corporation\nthat is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered\nto be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which\nthe U.S. Secretary of the Treasury determines is satisfactory for purposes of this provision and which includes an exchange of information\nprovision, or (b) with respect to any dividend it pays on ordinary shares that are readily tradable on an established securities market\nin the United States. We believe that we qualify as a resident of Ireland for purposes of, and are eligible for the benefits of, the\nTreaty, although there can be no assurance in this regard. In addition, there can be no assurance that the ordinary shares will be considered\n“readily tradable” for purposes of these rules. Therefore, subject to the discussion above under “-*Passive Foreign\nInvestment Company Consequences*”, if the Treaty is applicable, such dividends may be “qualified dividend income”\nin the hands of individual U.S. Holders, provided that certain conditions are met, including holding period and the absence of certain\nrisk reduction transactions.\n\n \n\n**Sale, Exchange or Other Disposition\nof Our Ordinary Shares**\n\n \n\nSubject to the discussion above under\n“-*Passive Foreign Investment Company Consequences*”, a U.S. Holder generally will recognize capital gain or loss for\nU.S. federal income tax purposes upon the sale, exchange or other disposition of our ordinary shares in an amount equal to the difference,\nif any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange\nor other disposition and such U.S. Holder’s adjusted tax basis in our ordinary shares. Such capital gain or loss generally will\nbe long-term capital gain taxable at a reduced rate for noncorporate U.S. Holders or long-term capital loss if, on the date of sale,\nexchange or other disposition, our ordinary shares were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate\nU.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.\nAny gain or loss recognized from the sale or other disposition of our ordinary shares will generally be gain or loss from sources within\nthe United States for U.S. foreign tax credit purposes.\n\n \n\n**Medicare Tax**\n\n \n\nCertain U.S. Holders that are individuals,\nestates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment\nincome, which may include their gross dividend income and net gains from the disposition of our ordinary shares. If you are a United\nStates person that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of\nthis Medicare tax to your income and gains in respect of your investment in our ordinary shares.\n\n \n\n**Information Reporting and Backup\nWithholding**\n\n \n\nU.S. Holders may be required to file certain\nU.S. information reporting returns with the IRS with respect to an investment in our ordinary shares, including, among others, IRS Form\n8938, *Statement of Specified Foreign Financial Assets*. As described above under “-*Passive Foreign Investment Company\nConsequences*”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S.\nHolders paying more than $100,000 to acquire our ordinary shares are required to file IRS Form 926, *Return by a U.S. Transferor of\nProperty to a Foreign Corporation*, reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to\ncomply with the required information reporting.\n\n \n\nU.S. Holders should consult their own\ntax advisors regarding the information reporting rules.\n\n \n\nDistributions on and proceeds from the\nexchange, sale or other dispositions of our ordinary shares may be reported to the IRS unless the holder establishes a basis for exemption.\nBackup withholding tax may apply to amounts subject to reporting. Backup withholding is not an additional tax. Any amount withheld may\nbe credited against the holder’s U.S. federal income tax liability subject to certain rules and limitations. U.S. Holders should\nconsult with their own tax advisors regarding the application of the U.S. information reporting and backup withholding rule\n\n \n\n**THE FOREGOING DISCUSSION IS A GENERAL\nSUMMARY AND IS NOT TAX ADVICE. ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE TAX CONSEQUENCES TO THEM\nOF AN INVESTMENT IN OUR ORDINARY SHARES IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.**\n\n \n\n**10.F. Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n \n\n**10.G. Statement by Experts**\n\n \n\nNot applicable.\n\n \n\n87\n\n \n\n \n\n**10.H. Documents on Display**\n\n \n\nWe are subject to the informational requirements\nof the Exchange Act as a foreign private issuer and file reports and other information with the SEC, including annual reports on Form\n20-F and reports on Form 6-K. Reports and other information filed by us with the SEC, including this Annual Report, may be viewed from\nthe SEC’s Internet site at http://www.sec.gov. In addition, we will provide hard copies of our Annual Report free of charge to\nshareholders upon request.\n\n \n\nStatements made in this Annual Report\nas to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to\nthis Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement\nshall be deemed qualified in its entirety by such reference.\n\n \n\nAs a foreign private issuer, we are exempt\nfrom the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers,\ndirectors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange\nAct.\n\n \n\n**10.I. Subsidiary Information**\n\n \n\nSee “Item 4. Information on the\nCompany-C. Organizational Structure.”\n\n \n\n**10.J. Annual Report to Security Holders**\n\n \n\nIf we are required to provide an annual\nreport to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic\nformat in accordance with the EDGAR Filer Manual.\n\n \n\n**Item****11. Quantitative and Qualitative Disclosure about Market Risk**\n\n \n\nOur activities expose us to a variety\nof financial risks: market risk (including foreign currency risk and interest rate risk), credit risk and concentration risk. The overall\nrisk management strategy focuses on the unpredictability of the finance markets and seeks to minimize the potential adverse effects on\nfinancial performance. Risk management is carried out under the direction of the board of directors.\n\n** **\n\n**Risk Management Overview**\n\n \n\nMarket risk represents the risk of loss\nthat may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily\nthe result of fluctuations in interest rates and foreign exchange rates as well as inflation and credit and concentration risks. This\nsection provides information about our exposure to each of these risks, and our objectives, policies and processes for measuring and\nmanaging risk. Further quantitative disclosures are included throughout the consolidated financial statements.\n\n** **\n\n**Solana Price Volatility**\n\n** **\n\nWe\nare exposed to Solana price volatility as we hold Solana as part of our operations. The value of Solana is subject to significant fluctuation,\nand the price at which we may ultimately dispose of our holdings for fiat currency may differ materially from the carrying value at the\ntime of acquisition.\n\n \n\nThe\nprice of Solana is affected by various forces including global supply and demand, interest rates, exchange rates, inflation or deflation,\nthe regulatory environment, and global political and economic conditions. Our financial condition is sensitive to the current and future\nmarket price of Solana, and a sustained decline in its market price could negatively impact our financial position and results of operations.\nSolana has a limited trading history, and its fair value has historically been very volatile. The historical performance of Solana is\nnot indicative of its future price performance. In addition, we may not be able to liquidate our Solana holdings at our desired price\nif required, or, in extreme market conditions, we may not be able to liquidate our Solana holdings at all.\n\n** **\n\n**Interest Rate Risk**\n\n \n\nWe are exposed to market risks in the\nordinary course of our business. Our primary interest rate relates to interest-bearing long-term borrowings. The effect of rising interest\nrates on our financial condition is expected to be negligible given that we do not have material debt or accounts receivable.\n\n** **\n\n**Foreign\nCurrency Exchange Risk**\n\n \n\nThe majority of our cash flows, financial\nassets and liabilities are denominated in euros, which is our functional and reporting currency. We are exposed to financial risk related\nto the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the proportion\nof our business transactions denominated in currencies other than the euro, primarily for capital expenditures, potential future debt,\nif any, and various operating expenses such as salaries and professional fees. We do not currently use derivative financial instruments\nto reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.\n\n** **\n\n88\n\n \n\n** **\n\nThe Company carries the majority of its\nfunds in dollars. A 10% appreciation of the dollar against the euro, from the exchange rate of €0.8511 per $1.00 as of December\n31, 2025 to a rate of €0.9362 per $1.00, will result in an increase of approximately €1,454 in our cash equivalent position.\nConversely, a 10% depreciation of the dollar against the euro, from the exchange rate of €0.8511 per $1.00 as of December 31, 2025\nto a rate of €0.7660 per $1.00, will result in a decrease of approximately €1,453 in our cash equivalent position.\n\n** **\n\n**Inflation Risk**\n\n \n\nWe do not believe that inflation has had\na material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary\npressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm\nour business, financial condition and results of operations.\n\n** **\n\n**Credit Risk**\n\n \n\nCredit risk is the risk of financial loss\nto us if a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from our cash held\nwith banks and other financial intermediaries.\n\n \n\nThe carrying amount of the cash represented\nthe maximum credit exposure which amounted to €16,199 and €1,522 as of December 31, 2025 and 2024, respectively.\n\n \n\nWe had assessed no significant increase\nin credit risk from initial recognition based on the availability of funds, the regulatory and economic environment of the financial\nintermediary. As a result, the loss allowance recognized during the period was limited to 12 months expected credit losses. Based on\nhistorical information, and adjusted for forward-looking expectations, we had assessed a zero-loss allowance on this cash balance as\nof December 31, 2025 and 2024, respectively.\n\n** **\n\n**Concentration of Credit Risk**\n\n \n\nFinancial instruments, which potentially\nsubject the Company to concentration of credit risk, consist primarily of cash deposits and accounts receivable. The Company minimizes\nthe concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. However,\ncash balances in excess of the amount covered by the statutory Deposit Guarantee Scheme in Italy (i.e., €100,000) are at risk. As\nof December 31, 2025 and 2024, the Company had approximately €16,099 and €1,422, respectively, in excess of insured limits.\n\n** **\n\n**Concentration Risk**\n\n \n\nTwo customers accounted for over 10% of the Company’s total revenue\nfor the year ended December 31, 2025. However, unlike other digital asset treasury companies that may invest in diversified digital assets,\nthe Company’s investment strategy is predominantly concentrated in SOL. This concentration maximizes the degree of the Company’s\nexposure to a variety of market risks associated with SOL and the SOL trading market. By concentrating its investment strategy predominantly\nin SOL, any losses suffered as a result of a decrease in the value of individual SOL or disruption of the SOL trading markets generally,\ncan be expected to reduce the value of the Company’s ordinary shares and will likely not be offset by other gains if the Company\nwere to invest in underlying assets that were diversified.\n\n \n\nNo customer accounted for over 10% of the Company’s\ntotal revenue for the year ended December 31, 2024."}