{"url_path":"/sec/slmt/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G ****Corporate Governance**","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":550,"has_tables":true,"body_markdown":"**Item\n16G.****Corporate Governance**\n\n** **\n\n**Foreign Private Issuer**\n\n \n\nWe are incorporated in the Republic of\nIreland and our corporate governance practices are governed by applicable laws of Ireland and our constitution. In addition, because\nour Class B Ordinary Shares are listed on Nasdaq, we are subject to Nasdaq’s corporate governance requirements.\n\n \n\nHowever, as a foreign private issuer,\nNasdaq Listing Rule 5615(a)(3) permits us to follow home country practices in lieu of certain requirements of Listing Rule 5600, provided\nthat we disclose in our annual report filed with the SEC each requirement of Rule 5600 that we do not follow and describe the home country\npractice followed in lieu of such requirement.\n\n \n\nWe are currently following certain Irish\ncorporate governance practices in lieu of Nasdaq corporate governance listing standards as follows:\n\n \n\n●We\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5635,\nwhich sets forth the circumstances under which shareholder approval is required prior to\nan issuance of securities in connection with: (i) the acquisition of the stock or assets\nof another company; (ii) equity-based compensation of officers, directors, employees\nor consultants; (iii) a change of control; and (iv) transactions other than public\nofferings.\n\n \n\n●We\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5250(b)(3),\nwhich sets forth the requirement to disclose third party director and nominee compensation.\n\n \n\n●We\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5250(d),\nwhich sets forth the requirement to distribute annual and interim reports.\n\n \n\n●We\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5605(b)(1),\nwhich requires that our board of directors be comprised of a majority of independent directors.\nAlyazi Almheiri, Keren Maimon, Ron Sade and Tariq Alnuaimi serve as non-independent directors\non our board of directors.\n\n \n\n \n●\n\nWe\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5605(d),\nwhich requires that we have a compensation committee.\n\n \n\n94\n\n \n\n \n\n●\nWe\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5605(e),\nwhich requires independent director oversight of director nominations.\n\n \n\n●\nWe\nare currently following Irish corporate governance practice in lieu of Nasdaq Rule 5605(c)(2)(A),\nwhich requires an audit committee to be composed of at least three members. Our audit committee\nis currently composed of one member.\n\n \n\nOur Irish counsel has provided or will\nprovide relevant letters to Nasdaq certifying that under Irish law, we are not required to comply with the above-mentioned corporate\ngovernance standards.\n\n \n\n**Irish Statutory Reporting Obligations**\n\n** **\n\nAs an Irish incorporated public limited company,\nwe are required under the Irish Companies Act to file our annual return (and accompanying statutory financial statements) with the Companies\nRegistration Office (the “CRO”) within 56 days of our annual return date. The financial statements included in this Annual\nReport on Form 20-F do not constitute Irish Companies Act ‘statutory financial statements.’\n\n \n\nAs of the date of this Annual Report, we have\nnot filed our annual return and Irish statutory financial statements in respect of 2024 by the applicable statutory deadline. The reasons\nfor this delay are due to changes in our board of directors which must first be registered with the CRO prior to submitting any required\nfilings. We are in the process of remedying this non-compliance by way of registering the changes to our board of directors with the\nCRO."}