{"url_path":"/sec/slmt/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 ****Controls and Procedures**","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":1364,"has_tables":true,"body_markdown":"**Item\n15.****Controls and Procedures**\n\n** **\n\n**Disclosure Controls and Procedures**\n\n \n\nDisclosure controls and procedures are\ndesigned to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded,\nprocessed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include,\nwithout limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated\nand communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions regarding\nrequired disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including\nthe possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure\ncontrols and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives.\n\n \n\nOur management carried out an evaluation, under\nthe supervision of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures\nas such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of December 31, 2025. Based on that evaluation, our\nmanagement concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025, due to the\nfollowing material weaknesses as of December 31, 2025 related to internal controls over financial reporting.\n\n \n\n**Equity transactions** – a material\nweakness was identified in the Company’s internal control over financial reporting related to the accounting, review, authorization,\nand recording of equity transactions, including issuances of new equity instruments, warrant exercises and share conversions, and the\nexecution of reverse stock splits. Specifically, the Company did not maintain effective controls designed to ensure the accurate calculation\nof shares issuable pursuant to equity agreements and corporate actions, the completeness and accuracy of information used in capitalization\ncalculations, the appropriate review and approval of equity-related computations, and lack of the timely reconciliation and accounting\nof equity transactions in the Company’s financial records.\n\n \n\nThis control weakness resulted in errors in the\nCompany’s issuance of shares in connection with certain equity transactions that were later identified and required the Company\nto seek the recovery and return of incorrectly issued shares from certain shareholders. These control deficiencies created a reasonable\npossibility that material misstatements to the Company’s financial statements, disclosures, share capitalization records, earnings\nper share calculations, and equity accounts may occur and not be prevented or detected on a timely basis.\n\n \n\nThe material weakness was attributable to, among\nother factors, lack of sufficient internal controls and segregation of duties related to complex equity instruments, inadequate review\ncontrols over capitalization table management and share calculations, insufficient coordination among finance, legal, transfer agent,\nand external advisors, and ineffective controls over the verification of post-transaction share balances.\n\n \n\n90\n\n \n\n \n\nThe Company is in the process of implementing\nthe remediation measures designed to address the material weakness, including: (i) establishing formal review and reconciliation controls\nover all equity issuances, conversions, and corporate actions; (ii) implementing enhanced capitalization table management procedures;\n(iii) strengthening documentation and approval requirements for equity-related transactions; and (iv) enhancing coordination and reconciliation\nprocedures with the Company’s transfer agent and legal advisors.\n\n \n\nThe material weakness will not be considered\nremediated until the enhanced controls have been fully implemented, operated for a sufficient period of time, and management has concluded,\nthrough testing, that the controls are operating effectively.\n\n \n\n**Related parties’ transactions**\n– a material weakness was identified in the Company’s internal control over financial reporting related to the identification,\nreview, approval, and disclosure of related party transactions. Specifically, the Company did not maintain effective controls designed\nto ensure that related party transactions and potential conflicts of interest involving the Company’s directors, officers, significant\nshareholders, and affiliated entities were timely identified, benchmarked, evaluated with sufficient scrutiny for compliance in accordance\nwith Company policies and applicable governance requirements, assessed for proper accounting treatment and disclosure, and monitored\non an ongoing basis.\n\n \n\nAs a result of this material weakness, there\nmay be a reasonable possibility that material misstatements in the Company’s financial statements and related disclosures concerning\nrelated party transactions may occur and not be prevented or detected on a timely basis. The material weakness was attributable in part\nto insufficient formalized procedures, inadequate segregation of duties, limited documentation supporting the review process for related\nparty arrangements, and ineffective monitoring controls over transactions involving related parties and affiliated entities.\n\n \n\nThe Company is in the process of implementing\na remediation plan that will include, among other measures: (i) enhancing related party transaction policies and approval procedures;\n(ii) establishing formal quarterly questionnaires and certifications for directors and executive officers; (iii) strengthening Audit\nCommittee oversight of related party matters; (iv) implementing additional review controls over equity issuances, advisory agreements,\nand other transactions involving related parties; and (v) providing additional training regarding the SEC disclosure requirements and\nconflict-of-interest compliance obligations.\n\n \n\nOur management concluded that the Company’s\nfinancial statement preparation and disclosure controls and procedures were not effective as of December 31, 2025, as we have also identified\nmaterial weaknesses in our internal control over financial reporting as of December 31, 2025, relating to ineffective review and approval\nprocedures over journal entries and financial statement preparation.\n\n \n\nOur management concluded that the failure\nto timely identify such accounting errors constituted a material weakness as defined in the SEC regulations as of the end of the period\ncovered by this Annual Report.\n\n** **\n\n**Management’s Annual Report on Internal Control over\nFinancial Reporting**\n\n \n\nManagement is responsible for establishing\nand maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of the Exchange Act. Our\ninternal control system is designed to provide reasonable assurance regarding the preparation and fair presentation of financial statements\nfor external purposes in accordance with IFRS as issued by the International Accounting Standards Board. All internal control systems,\nno matter how well designed, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of\nthe internal control system are met.\n\n \n\n91\n\n \n\n \n\nManagement assessed the effectiveness\nof our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set\nforth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the\nTreadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including\n(i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.\n\n \n\nBased on this evaluation, our Chief Executive\nOfficer and our Chief Financial Officer concluded that the Company’s internal control over financial reporting as of December 31,\n2025 was not effective due to material weaknesses that were identified. Material weaknesses included a lack of sufficient internal controls\nover the review, authorization and approval of equity and related party transactions due to insufficient formalized policies and procedures\nrelated to the review, documentation and approval of these transactions.\n\n** **\n\n**Attestation Report of Independent Registered Public Accounting\nFirm**\n\n \n\nThis Annual Report does not include an\nattestation report of the Company’s independent registered public accounting firm because the Company is neither an “accelerated\nfiler” nor a “large accelerated filer” as those terms are defined by the SEC.\n\n** **\n\n**Changes in Internal Controls over Financial Reporting**\n\n \n\nThere were\nno significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred\nduring the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal\ncontrols over financial reporting. Our management is in process of evaluating what adjustments and improvements are required to be implemented\ninto our current internal controls to remediate the material weaknesses that were identified for equity issuances, warrant conversions,\nand other equity transactions as well as for related party transactions.\n\n \n\nIt should be noted that while our management\nbelieves that our disclosure controls and procedures provide a reasonable level of assurance, our management does not expect that our\ndisclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well\nconceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met."}