{"url_path":"/sec/slmt/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 Exhibits**","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":38990,"has_tables":true,"body_markdown":"**Item\n19. Exhibits**\n\n \n\n**Exhibit\nNo.**\n \n**Description** \n\n1.1\n \n\n[Constitution of the Registrant as in effect on the date of this Annual Report (incorporated by reference to Exhibit 3.1 to Form 6-K filed on September 26, 2025)](https://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex3-1_brera.htm)\n\n2.1*\n \n[Description of Securities Pursuant to Section 12 of the Exchange Act as of December 31, 2025](ea029004601ex2-1.htm)\n\n2.2\n \n[Form\nof Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to Registration Statement on Form F-1 filed on November 4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex4-2_brera.htm)\n\n2.3\n \n[Form\nof Representative’s Warrant (incorporated by reference to Exhibit 4.1 to Form 6-K filed on February 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023006509/ea172482ex4-1_brerahold.htm)\n\n2.4\n \n[Subscription\nAgreement and Certificate of Designation of Series A Preferred Shares (incorporated by reference to Exhibit 1.1 to Form 6-K filed\non December 27, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024113168/ea022619801ex1-1_brera.htm)\n\n2.5\n \n[Amendment\nNo. 1 to Certificate of Designation of Preferences, Benefits and Limitations of Series A Preferred Shares (incorporated by reference\nto Exhibit 2.5 to Annual Report on Form 20-F filed on May 15, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025044434/ea024211901ex2-5_brerahold.htm)\n\n2.6\n \n[Subscription\nAgreement and Certificate of Designation of Series B Preferred Shares (incorporated by reference to Exhibit 1.1 to Form 6-K filed\non June 4, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025051235/ea024471801ex1-1_brera.htm)\n\n2.7\n \n[Form\nof Warrant (incorporated by reference to Exhibit 1.2 to Form 6-K filed on June 4, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025051235/ea024471801ex1-2_brera.htm)\n\n2.8\n \n[Form\nof Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to Form 6-K filed on September 18, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025088821/ea025785001ex4-1_brera.htm)\n\n2.9\n \n[Form\nof Common Warrant (incorporated by reference to Exhibit 4.2 to Form 6-K filed on September 18, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025088821/ea025785001ex4-2_brera.htm)\n\n2.10\n \n[Form\nof Strategic Advisor Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to Form 6-K filed on September 26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex4-3_brera.htm)\n\n2.11\n \n[Form\nof Strategic Advisor Common Warrant 1 (incorporated by reference to Exhibit 4.4 to Form 6-K filed on September 26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex4-4_brera.htm)\n\n2.12\n \n[Form\nof Strategic Advisor Common Warrant 2 (incorporated by reference to Exhibit 4.5 to Form 6-K filed on September 26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex4-5_brera.htm)\n\n2.13\n \n[Rights\nAgreement, dated as of April 24, 2026, by and between Brera Holdings PLC and Equiniti Trust Company, LLC, as rights agent (incorporated\nby reference to Exhibit 4.1 to Form 6-K filed on April 24, 2026)](http://www.sec.gov/Archives/edgar/data/1939965/000121390026047606/ea028761201ex4-1.htm)\n\n4.1\n \n[English\ntranslation of Lease Contract between Brera Milano S.r.l. and DCS & Partner, dated as of March 1, 2023 (incorporated by reference\nto Exhibit 4.5 to Annual Report on Form 20-F filed on May 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023034754/f20f2022ex4-5_brerahold.htm)\n\n4.2\n \n[English\ntranslation of Private Deed between KAP S.r.l.  and FCD Brera, dated as of July 13, 2022 (incorporated by reference to\nExhibi](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-7_brera.htm)[t](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-7_brera.htm)[10.7\nto Registration Statement on Form F-1 filed on November 4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-7_brera.htm)\n\n4.3\n \n[Form\nof Independent Director Agreement (incorporated by reference to Exhibit 10.10 to Registration Statement on Form F-1 filed on November\n4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-10_brera.htm)\n\n4.4\n \n[Form\nof Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.11 to Registration Statement on Form F-1\nfiled on November 4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-11_brera.htm)\n\n4.5†\n \n[Brera\nHoldings Limited 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Registration Statement on Form F-1 filed\non November 4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-14_brera.htm)\n\n4.6†\n \n[Form\nof Share Option Agreement for 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Registration Statemen](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-15_brera.htm)[t](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-15_brera.htm)[on Form F-1 filed on November\n4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-15_brera.htm)\n\n4.7†\n \n[Form\nof Restricted Shares Award Agreement for 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to Registration Statement\non Form F-1 filed on November 4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-16_brera.htm)\n\n4.8†\n \n[Form\nof Restricted Share Unit Award Agreement for 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.17 to Registration\nStatement on Form F-1 filed on November 4, 2022)](http://www.sec.gov/Archives/edgar/data/1939965/000121390022069465/ea168041ex10-17_brera.htm)\n\n4.9\n \n[Form\nof Underwriting Agreement (incorporated by reference to Exhibit 1.1 to Form 6-K filed on February 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023006509/ea172482ex1-1_brerahold.htm)\n\n4.10\n \n[Letter\nof Intent, dated as of February 13, 2023, by and among Brera Holdings PLC, Fudbalski Klub Akademija Pandev and the Fudbalski Klub\nAkademija Pandev Equity Holder (incorporated by reference to Exhibit 1.1 to Form 6-K filed on February 15, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023011939/ea173698ex1-1_brerahold.htm)\n\n \n\n96\n\n \n\n \n\n4.11\n \n[English\ntranslation of Contract, dated as of March 17, 2023, by and among Brera Milano S.r.l.  and Tchumene FC Sports Association\n(incorporated by reference to Exhibit 1.1 to Form 6-K filed on March 29, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023024076/ea176012ex1-1_brerahold.htm)\n\n4.12\n \n[Share\nPurchase Agreement, dated as of April 28, 2023, by and among Brera Holdings PLC, Fudbalski Klub Akademija Pandev and the Fudbalski\nKlub Akademija Pandev Equity Holder (incorporated by reference to Exhibit 4.28 to Annual Report on Form 20-F filed on May 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023034754/f20f2022ex4-28_brerahold.htm)\n\n4.13\n \n[English\nTranslation of Lease Contract between Fudbalski Klub Akademija Pandev and Basketball Club ABA Strumica, dated as of March 3, 2023\n(incorporated by reference to Exhibit 4.29 to Annual Report on Form 20-F filed on May 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023034754/f20f2022ex4-29_brerahold.htm)\n\n4.14†\n \n[Consulting\nAgreement between Brera Holdings PLC and Pierre Galoppi, dated as of June 12, 2023 (incorporated by reference to Exhibi](http://www.sec.gov/Archives/edgar/data/1939965/000121390023048176/ea180130ex10-1_breraholdings.htm)[t](http://www.sec.gov/Archives/edgar/data/1939965/000121390023048176/ea180130ex10-1_breraholdings.htm)[10.1 to Form 6-K\nfiled on June 12, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023048176/ea180130ex10-1_breraholdings.htm)\n\n4.15\n \n[Letter\nof Intent, dated as of June 8, 2023, by and among Brera Holdings PLC, Selene S.a.s.  and Giuseppe Pirola (incorporated\nby reference to Exhibit 1.1 to Form 6-K filed on June 14, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023048750/ea180351ex1-1_brera.htm)\n\n4.16\n \n[Preliminary\nContract for the Sale of UYBA Volley Shares, dated as of July 3, 2023, by and among Brera Holdings PLC, Selene S.a.s.  of\nImmobiliare Luna S.r.l.  and Giuseppe Pirola (incorporated by reference to Exhibit 1.1 to Form 6-K filed on July 6, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023055175/ea181426ex1-1_brerahold.htm)\n\n4.17\n \n[Final\nContract for the Transfer of Shares of UYBA Volley, dated as of July 31, 2023, by and among Brera Holdings PLC, Selene S.a.s.  of\nImmobiliare Luna S.r.l.  and Giuseppe Pirola (incorporated by reference to Exhibit 1.1 to Form 6-K filed on October 6,\n2023)](http://www.sec.gov/Archives/edgar/data/1939965/000101376223002418/ea186433ex1-1_brerahold.htm)\n\n4.18\n \n[Letter\nof Intent, dated as of August 28, 2023, by and among Brera Milano S.r.l.  and Bayanzurkh Ilch FC (incorporated by reference\nto Exhibit 1.1 to Form 6-K filed on September 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023072989/ea184580ex1-1_breraholdings.htm)\n\n4.19\n \n[Contract,\ndated as of September 27, 2023, by and between Brera Milano S.r.l.  and Tavan Tolgoi Tulshiin Ilch Sport Club NGO (incorporated\nby reference to Exhibit 1.2 to Form 6-K filed on October 6, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000101376223002418/ea186433ex1-2_brerahold.htm)\n\n4.20\n \n[Form\nof Advisor Agreement (incorporated by reference to Exhibit 1.1 to Form 6-K filed on February 29, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024018520/ea0200960ex1-1_brerahold.htm)\n\n4.21\n \n[English\ntranslation of Lease Agreement - Arena Civica, dated as of September 8, 2023 (incorporated by reference to exhibit 4.26 to Annual\nReport on Form 20-F filed on July 19, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024062719/ea020913201ex4-26_brera.htm)\n\n4.22\n \n[Investors\nAgreement Guidelines between Brera Milano S.r.l. and Transportes Lalgy Lda, dated as of January 29, 2024 (incorporated by reference\nto exhibit 4.27 to Annual Report on Form 20-F filed on July 19, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024062719/ea020913201ex4-27_brera.htm)\n\n4.23\n \n[English\ntranslation of Lease Agreement - Palazzo dello Sport “Maria Piantanida,” dated as of March 17, 2016 (incorporated by\nreference to exhibit 4.29 to Annual Report on Form 20-F filed on July 19, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024062719/ea020913201ex4-29_brera.htm)\n\n4.24\n \n[Binding\nTerm Sheet, dated November 30, 2024, by and among Brera Holdings PLC, XX Settembre Holding srl and La Societa Sportiva Juve Stabia\nSpA (incorporated by reference to Exhibit 1.1 to Form 6-K filed on December 9, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024106651/ea022393601ex1-1_brera.htm)\n\n4.25\n \n[Sale\nand Purchase and Investment Agreement, dated December 31, 2024, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. (incorporated\nby reference to Exhibit 1.1 to Form 6-K filed on January 7, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025001619/ea022700001ex1-1_brerahold.htm)\n\n4.26\n \n[Cancellation\nand Exchange Agreement, dated December 31, 2024, by and between Brera Holdings PLC and Daniel J. McClory (incorporated by reference\nto Exhibit 1.2 to Form 6-K filed on January 10, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025002739/ea022739901ex1-2_brerahold.htm)\n\n4.27\n \n[Restated\nSale and Purchase and Investment Agreement, dated January 10, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l.\n(incorporated by reference to Exhibit 1.1 to Form 6-K filed on January 10, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025002739/ea022739901ex1-1_brerahold.htm)\n\n4.28\n \n[Amendment\nAgreement and Third Closing Memorandum, dated February 11, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l.\n(incorporated by reference to Exhibit 1.1 to Form 6-K filed on February 13, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025013174/ea023087801ex1-1_brera.htm)\n\n4.29\n \n[Cancellation\nand Exchange Agreement, dated December 31, 2024, by and between Brera Holdings PLC and Daniel J. McClory (incorporated by reference\nto Exhibit 4.29 to Annual Report on Form 20-F filed on May 15, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025044434/ea024211901ex4-29_brerahold.htm)\n\n4.30†\n \n[First\nAmendment to Brera Holdings Public Limited Company 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.30 to Annual\nReport on Form 20-F filed on May 15, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025044434/ea024211901ex4-30_brerahold.htm)\n\n4.31\n \n[Letter\nof Intent, dated as of February 18, 2025, by and among Brera Holdings PLC and Associação Black Bulls (incorporated\nby reference to Exhibit 4.31 to Annual Report on Form 20-F filed on May 15, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025044434/ea024211901ex4-31_brerahold.htm)\n\n4.32†\n \n[Consulting\nAgreement between Brera Holdings PLC and Pietro Bersani, dated as of June 5, 2025 (incorporated by reference to Exhibit 1.1 to Form\n6-K filed on June 10, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025053067/ea024516101ex1-1_brera.htm)\n\n4.33\n \n[Independent\nDirector Agreement between Brera Holdings PLC and Fabio Scacciavillani, dated as of June 5, 2025 (incorporated by reference to Exhibit\n1.2 to Form 6-K filed on June 10, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025053067/ea024516101ex1-2_brera.htm)\n\n4.34†\n \n[Consulting\nAgreement between Brera Holdings PLC and Abhishek Mathews, dated as of June 5, 2025 (incorporated by reference to Exhibit 1.3 to\nForm 6-K filed on June 10, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025053067/ea024516101ex1-3_brera.htm)\n\n \n\n97\n\n \n\n \n\n4.35\n \n[Form\nof Subscription Agreement between Brera Holdings PLC and each Purchaser, dated June 17, 2025 (incorporated by reference to Exhibit\n10.1 to Form 6-K filed on June 17, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025055240/ea024598001ex10-1_brera.htm)\n\n4.36\n \n[Placement\nAgency Agreement between Brera Holdings PLC, Sutter Securities, Inc., Boustead Securities, LLC and D. Boral Capital LLC, dated June\n17, 2025 (incorporated by reference to Exhibit 10.2 to Form 6-K filed on June 17, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025055240/ea024598001ex10-2_brera.htm)\n\n4.37\n \n[Private\nAgreement, dated June 17, 2025, by and among Brera Milano SRL, Brera Holdings PLC, UYBA SSDARL, Dr. Giuseppe Pirola, and Dr. Mattia\nMoro (incorporated by reference to Exhibit 1.1 to Form 6-K filed on June 23, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025056681/ea024653001ex1-1_brera.htm)\n\n4.38\n \n[Amendment\nAgreement and Final Closing Memorandum, dated June 20, 2025, by and among Brera Holdings PLC and XX Settembre Holding S.r.l. (incorporated\nby reference to Exhibit 1.1 to Form 6-K filed on June 23, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025056701/ea024652501ex1-1_brera.htm)\n\n4.39†\n \n[Consulting\nAgreement between Brera Holdings PLC and Dr. Fabio Scacciavillani, dated as of September 3, 2025 (incorporated by reference to Exhibit\n1.1 to Form 6-K filed on September 5, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025085112/ea025614901ex1-1_brera.htm)\n\n4.40\n \n[Independent\nDirector Agreement between Brera Holdings PLC and Abhishek Mathews, dated as of September 4, 2025 (incorporated by reference to Exhibit\n1.2 to Form 6-K filed on September 5, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025085112/ea025614901ex1-2_brera.htm)\n\n4.41\n \n[Form\nof Securities Purchase Agreement, dated as of September 18, 2025, between Brera Holdings PLC and each Purchaser (as defined therein)\n(incorporated by reference to Exhibit 10.1 to Form 6-K filed on September 18, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025088821/ea025785001ex10-1_brera.htm)\n\n4.42\n \n[Form\nof Registration Rights Agreement, dated as of September 18, 2025, between Brera Holdings PLC and each Purchaser (as defined therein)\n(incorporated by reference to Exhibit 10.2 to Form 6-K filed on September 18, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025088821/ea025785001ex10-2_brera.htm)\n\n4.43†\n \n[Employment\nAgreement with Marco Santori, effective September 23, 2025 (incorporated by reference to Exhibit 10.3 to Form 6-K filed on September\n26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-3_brera.htm)\n\n4.44\n \n[Strategic\nAdvisor Agreement, dated September 18, 2025 (incorporated by reference to Exhibit 10.4 to Form 6-K filed on September 26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-4_brera.htm)\n\n4.45\n \n[Investor\nWarrant Purchase Agreement, dated September 23, 2025 (incorporated by reference to Exhibit 10.5 to Form 6-K filed on September 26,\n2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-5_brera.htm)\n\n4.46\n \n[Investor\nRegistration Rights Agreement, dated September 23, 2025 (incorporated by reference to Exhibit 10.6 to Form 6-K filed on September\n26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-6_brera.htm)\n\n4.47\n \n[DM\nWarrant Purchase Agreement, dated September 23, 2025 (incorporated by reference to Exhibit 10.7 to Form 6-K filed on September 26,\n2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-7_brera.htm)\n\n4.48\n \n[DM\nRegistration Rights Agreement 1, dated September 23, 2025 (incorporated by reference to Exhibit 10.8 to Form 6-K filed on September\n26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-8_brera.htm)\n\n4.49\n \n[Form\nof Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Form 6-K filed on September 26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-9_brera.htm)\n\n4.50\n \n[DM\nRegistration Rights Agreement 2, dated September 23, 2025 (incorporated by reference to Exhibit 10.10 to Form 6-K filed on September\n26, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025091823/ea025853201ex10-10_brera.htm)\n\n4.51*\n \n[Restricted Token Purchase Agreement, dated as of October 8, 2025, by and between the Solana Foundation and Brera Holdings PLC](ea029004601ex4-51.htm)\n\n4.52\n \n[Form\nof Waiver and Consent, dated October 22, 2025 (incorporated by reference to Exhibit 10.1 to Form 6-K filed on October 22, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025101244/ea026213901ex10-1_brera.htm)\n\n4.53†\n \n[Employment\nAgreement between Brera Holdings PLC and Justin Bowes (incorporated by reference to Exhibit 10.1 to Form 6-K filed on November 7,\n2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025107601/ea026439101ex10-1_brera.htm)\n\n4.54†\n \n[Employment\nAgreement between Brera Holdings PLC and Alberto Libanori (incorporated by reference to Exhibit 10.1 to Form 6-K filed on November\n13, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025110055/ea026543801ex10-1_brera.htm)\n\n4.55\n \n[Amendment\nNo. 1, dated October 28, 2025, to the Strategic Advisor Agreement among Brera Holdings PLC and the Strategic Advisors (as defined\ntherein) (incorporated by reference to Exhibit 10.2 to Form 6-K filed on November 13, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025110055/ea026543801ex10-2_brera.htm)\n\n4.56\n \n[Controlled\nEquity OfferingSM Sales Agreement, dated as of November 18, 2025, by and between the Company and Cantor Fitzgerald & Co. (incorporated\nby reference to Exhibit 1.1 to Form 6-K filed on November 18, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025112142/ea026599401ex1-1_brera.htm)\n\n4.57†\n \n[Employment\nAgreement between Brera Holdings PLC and Asel Mukhamejarova (incorporated by reference to Exhibit 10.1 to Form 6-K filed on December\n3, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025117568/ea026821201ex10-1_brerahold.htm)\n\n4.58\n \n[Independent\nDirector Agreement between Brera Holdings PLC and Erez Simha (incorporated by reference to Exhibit 10.1 to Form 6-K filed on January\n2, 2026)](http://www.sec.gov/Archives/edgar/data/1939965/000121390026000462/ea027153601ex10-1_brerahold.htm)\n\n4.59*\n \n[Validator Services Agreement, dated January 22, 2026, by and between Brera Holdings PLC and RockawayX Infra Ltd.](ea029004601ex4-59.htm)\n\n \n\n98\n\n \n\n \n\n4.60\n \n[Advisory\nServices Agreement, dated February 9, 2026, by and between Brera Holdings PLC and Pulsar Group Ltd. (incorporated by reference to\nExhibit 10.1 to Form 6-K filed on February 13, 2026)](http://www.sec.gov/Archives/edgar/data/1939965/000121390026016604/ea027704801ex10-1_brera.htm)\n\n4.61\n \n[Amendment\nto Advisory Services Agreement, dated February 13, 2026, by and between Brera Holdings PLC and Pulsar Group Ltd. (incorporated by\nreference to Exhibit 10.2 to Form 6-K filed on February 13, 2026)](http://www.sec.gov/Archives/edgar/data/1939965/000121390026016604/ea027704801ex10-2_brera.htm)\n\n4.62\n \n[English\ntranslation of Deed of Transfer (incorporated by reference to Exhibit 10.1 to Form 6-K filed on April 20, 2026)](http://www.sec.gov/Archives/edgar/data/1939965/000121390026045594/ea028684601ex10-1.htm)\n\n4.63†*\n \n[Consulting Agreement between Brera Holdings PLC and Daniel McClory, dated as of January 19, 2026](ea029004601ex4-63.htm)\n\n8.1*\n \n[List of Subsidiaries of the Registrant](ea029004601ex8-1.htm)\n\n11.1\n \n[Code\nof Ethics and Business Conduct (incorporated by reference to Exhibit 11.1 to Annual Report on Form 20-F filed on May 1, 2023)](http://www.sec.gov/Archives/edgar/data/1939965/000121390023034754/f20f2022ex11-1_brerahold.htm)\n\n11.2\n \n[Insider\nTrading Policy of Brera Holdings PLC (incorporated by reference to Exhibit 11.2 to Annual Report on Form 20-F filed on May 15, 2025)](http://www.sec.gov/Archives/edgar/data/1939965/000121390025044434/ea024211901ex11-2_brerahold.htm)\n\n12.1*\n \n[Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended](ea029004601ex12-1.htm)\n\n12.2*\n \n[Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended](ea029004601ex12-2.htm)\n\n13.1**\n \n\n[Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ea029004601ex13-1.htm)\n\n13.2**\n \n[Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ea029004601ex13-2.htm)\n\n15.1*\n \n[Consent of Reliant CPA PC](ea029004601ex15-1.htm)\n\n15.2*\n \n[Consent of TAAD LLP](ea029004601ex15-2.htm)\n\n16.1\n \n[Letter\nfrom TAAD LLP, dated September 27, 2024 (incorporated by reference to Exhibit 16.1 to Form 6-K filed on September 27, 2024](http://www.sec.gov/Archives/edgar/data/1939965/000121390024082754/ea021598301ex16-1_brera.htm)[)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024082754/ea021598301ex16-1_brera.htm)\n\n97.1\n \n[Clawback\nPolicy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 20-F filed on July 19, 2024)](http://www.sec.gov/Archives/edgar/data/1939965/000121390024062719/ea020913201ex97-1_brera.htm)\n\n101.INS\n \nInline\nXBRL Instance Document.\n\n101.SCH\n \nInline\nXBRL Taxonomy Extension Schema Document.\n\n101.CAL\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEF\n \nInline\nXBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LAB\n \nInline\nXBRL Taxonomy Extension Label Linkbase Document.\n\n101.PRE\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase Document.\n\n104\n \nCover\nPage Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).\n\n \n\n*Filed\nherewith.\n\n**Furnished\nherewith.\n\n†Executive\ncompensation plan or arrangement.\n\n \n\n99\n\n \n\n \n\n**SIGNATURES**\n\n \n\nThe registrant hereby certifies that it\nmeets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual\nreport on its behalf.\n\n \n\n \nBRERA\nHOLDINGS PLC\n\n \n \n \n\nDate:\nMay 15, 2026\nBy:\n/s/\nRon Sade\n\n \nName: \nRon\nSade\n\n \nTitle:\nChief\nExecutive Officer\n\n \n \n(Principal\nExecutive Officer)\n\n \n\n100\n\n \n\n \n\n**INDEX TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n    **Page**\n\n**Consolidated Financial Statements for the Years Ended December 31, 2025, 2024 and 2023**    \n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID Number: 6906)](#fin_001a)   F-2\n\n[Report of Independent Registered Public Accounting Firm (PCAOB ID Number:\n5854)](#fin_008a)   F-3\n\nFinancial Statements:    \n\n[Consolidated Statements of Profit or Loss and Other Comprehensive Income](#fin_001)   F-4\n\n[Consolidated Statements of Financial Position](#a_034)   F-5\n\n[Consolidated Statements of Changes in Shareholders’ Equity](#a_035)   F-6\n\n[Consolidated Statements of Cash Flows](#a_036)   F-7\n\n[Notes to Consolidated Financial Statements](#a_037)   F-8\n\n** **\n\nF-1\n\n \n\n \n\n \n\n**Report of Independent\nRegistered Public Accounting Firm**\n\n \n\nTo the shareholders and the board of directors\nof Brera Holdings PLC\n\n \n\n**Opinion on the Consolidated Financial Statements**\n\n \n\nWe have audited the accompanying consolidated\nstatement of financial position of Brera Holdings PLC (the \"Company\"), as of December 31, 2025 and 2024, the related consolidated\nstatements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the years ended\nDecember 31, 2025 and 2024, and related notes (collectively referred to as the \"financial statements\"). In our opinion, the\nfinancial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,\nand the results of its operations and its cash flows for the year ended December 31, 2025 and 2024, in conformity with the International\nFinancial Reporting Standards as issued by the International Accounting Standards Board.\n\n \n\n**Basis for Opinion**\n\n \n\nThese consolidated financial statements are the\nresponsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements\nbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\")\nand are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable\nrules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we\nengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the\nconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by\nmanagement, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide\na reasonable basis for our opinion.\n\n \n\n/s/ Reliant CPA PC\n\n**Reliant CPA PC**\n\n \n\nServed as Auditor since 2024\n\nNewport Beach, CA\n\nMay 15, 2026\n\n \n\n \n\nF-2\n\n \n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM**\n\n** **\n\n****\n\n** **\n\nTo the Board of Directors and\n\nShareholders of Brera Holdings PLC and subsidiaries (FKA Brera Holdings Limited)\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying consolidated\nfinancial position of Brera Holdings PLC and subsidiaries (the Company) as of December 31, 2023 and 2022, and the related consolidated\nstatements of profit or loss, changes in shareholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, and\nthe related notes (collectively referred to as the consolidated financial statements). In our opinion, the financial statements present\nfairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations\nand its cash flows for the years ended December 31, 2023 and 2022, in conformity with International Financial Reporting Standard as issued\nby the Internation Accounting Standards Board.\n\n \n\n**Going Concern Matter**\n\n \n\nThese accompanying consolidated financial statements\nhave been prepared assuming that the Company will continue as a going concern. As discussed in Notes 2 to the consolidated financial statements,\nthe Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern.\nManagement’s plans in regard to these matters are also described in Notes 2. The consolidated financial statements do not include\nany adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis for Opinion**\n\n \n\nThese consolidated financial statements are the\nresponsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial\nstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United\nStates) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and\nthe applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated\nfinancial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we\nengaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures\nthat respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the\nconsolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by\nmanagement, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide\na reasonable basis for our opinion.\n\n \n\n/s/ TAAD LLP\n\n \n\nWe have served as the Company’s auditor since 2022. In September 2024, we became the predecessor auditor.\n\n \n\nDiamond Bar\n\n \n\nJuly 19, 2024  \n\n \n\nF-3\n\n \n\n \n\n**BRERA HOLDINGS PLC**\n\n**Consolidated\nStatements of Profit or Loss and Other Comprehensive Income**\n\n \n\n  \nDecember 31, \n\n**(in\nthousands)** \n2025  \n2024  \n2023 \n\nCONTINUING OPERATIONS \n   \n   \n  \n\nRevenue, including revenues received from related parties of 1,549,\n28 and 0 for 2025, 2024 and 2023\n \n€4,484  \n€1,193  \n€311 \n\nOperating expenses: \n    \n    \n   \n\nEquity-based compensation, including related party compensation of\n267,601, 423 and 20 for 2025, 2024 and 2023 (Note 5, Note 14 and Note 16)\n \n 269,125  \n 961  \n 388 \n\nGeneral and administrative and cost of goods, including related party\nexpenses, 1,971, 1,119 and 0 for 2025, 2024 and 2023 (Note 6 and Note 16)\n \n 37,871  \n 4,473  \n 3,670 \n\nImpairment of non-financial assets (Note 7) \n 81,999  \n \n-\n  \n \n-\n \n\nTotal operating expenses \n 388,995  \n 5,434  \n 4,058 \n\n  \n    \n    \n   \n\nOperating loss\nfrom continuing operations \n (384,511) \n (4,241) \n (3,747)\n\n  \n    \n    \n   \n\nOther income\n(expense): \n    \n    \n   \n\nInterest income\n(expense) \n (229) \n (8) \n 47 \n\nOther income (expenses), including related parties other income (expenses)\nof 780, 1 and 350\n \n 6,297  \n 412  \n 521 \n\nTotal other income \n 6,068  \n 404  \n 568 \n\n  \n    \n    \n   \n\nLoss before income\ntaxes from continuing operations \n (378,443) \n (3,837) \n (3,179)\n\nIncome tax benefit \n 1,109  \n \n-\n  \n \n-\n \n\nNet loss from\ncontinuing operations \n (377,334) \n (3,837) \n (3,179)\n\n  \n    \n    \n   \n\nLoss from discontinued operations, net of\ntax \n (711) \n (1,212) \n (1,732)\n\n  \n    \n    \n   \n\nNet loss \n (378,045) \n (5,049) \n (4,911)\n\n  \n    \n    \n   \n\nAttributable to the Company \n (376,223) \n (4,428) \n (4,438)\n\nAttributable to non-controlling interest \n (1,822) \n (621) \n (473)\n\n  \n (378,045) \n (5,049) \n (4,911)\n\nOther comprehensive\nincome (loss): \n    \n    \n   \n\nForeign currency translation adjustments \n 2,270  \n (28) \n 92 \n\nTotal comprehensive loss \n€(375,775) \n€(5,077) \n€(4,819)\n\n  \n    \n    \n   \n\nWeighted average\nshares outstanding - basic and diluted: \n    \n    \n   \n\nOrdinary shares - Class A \n 45,142  \n 62,580  \n 77,000 \n\nOrdinary shares - Class B \n 2,268,957  \n 102,751  \n 44,101 \n\n  \n    \n    \n   \n\nNet loss per\nshare from continuing operations - basic and diluted: \n    \n    \n   \n\nOrdinary shares - Class A \n€(163.06) \n€(23.21) \n€(26.26)\n\nOrdinary shares - Class B \n€(163.06) \n€(23.21) \n€(26.26)\n\n  \n    \n    \n   \n\nNet loss per\nshare from discontinued operations - basic and diluted \n    \n    \n   \n\nOrdinary shares - Class A \n€(0.31)  \n€(7.33)  \n€(14.30)\n\nOrdinary shares - Class B \n€(0.31)  \n€(7.33)  \n€(14.30)\n\n \n\nF-4\n\n \n\n \n\n**BRERA HOLDINGS PLC**\n\n**Consolidated Statements of Financial Position**\n\n** **\n\n \nDecember 31,  \nDecember 31, \n\n**(in thousands)** \n2025  \n2024 \n\nAssets \n   \n  \n\nCurrent assets: \n   \n  \n\nCash and cash equivalents (Note 2) \n€16,199  \n€1,522 \n\nAccounts receivable and other receivables, net, including related parties\namounts of 91 and 8 for 2025 and 2024 (Note 11, Note 16)\n \n 4,117  \n 352 \n\nReceivable for private company shares (Note 2) \n 7,641  \n \n-\n \n\nPrepaid expenses and other current assets, including related parties\namounts of 622 and 295 for 2025 and 2024 (Note 16)\n \n 990  \n 339 \n\nPrepayment for digital assets, including related party amounts of 28,680\nand 0 for 2025 and 2024 (Note 9, Note 16) \n 28,680  \n \n-\n \n\nCurrent assets of discontinued\noperations (Note 3) \n \n-\n  \n 733 \n\nTotal current assets \n 57,627  \n 2,946 \n\nNon-current assets: \n    \n   \n\nDigital assets, including related parties amounts 78,174 and 0 for 2025 and 2024  (Note 9, Note 16) \n 94,846  \n \n-\n \n\nIntangible assets (Note 10) \n 11,831  \n 856 \n\nOther non-current assets (Note 3) \n 35  \n 2,531 \n\nNon-current assets of discontinued\noperations (Note 3) \n \n-\n  \n 3,785 \n\nTotal non-current assets. \n 106,712  \n 7,172 \n\nTotal Assets \n€164,339  \n€10,118 \n\n  \n    \n   \n\nLiabilities and Shareholders’ Equity \n    \n   \n\nCurrent liabilities: \n    \n   \n\nAccounts payable and other payables, including related parties amounts\nof 346 and 177 for 2025 and 2024 (Note 11, Note 16)\n \n€13,759  \n€1,465 \n\nAccrued and other current liabilities (Note 11, Note 16)\n\n \n 1,399  \n 6 \n\nContract liabilities and deferred revenue (Note 4) \n 1,309  \n 63 \n\nCurrent liabilities of discontinued\noperations (Note 3) \n \n-\n  \n 2,685 \n\nTotal current liabilities \n 16,467  \n 4,219 \n\nNon-current liabilities: \n    \n   \n\nLong-term payables (Note 11) \n 2,650  \n 1 \n\nDeferred taxes (Note 3) \n 2,413  \n \n-\n \n\nOther long-term liabilities (Note 11) \n 842  \n 250 \n\nNon-current liabilities of discontinued\noperations (Note 3) \n \n-\n  \n 1,829 \n\nTotal non-current liabilities \n 5,905  \n 2,080 \n\nTotal liabilities \n 22,372  \n 6,299 \n\nShareholders’ Equity*: \n -  \n - \n\nShare capital (Note 13) \n 3,445  \n 78 \n\nShares pending cancellation (Note 13) \n (22) \n \n-\n \n\nCapital reserves (Note 13) \n 524,619  \n 14,273 \n\nAccumulated deficit (Note 13) \n (386,034) \n (10,372)\n\nBrera Holdings shareholders’ equity \n 142,008  \n 3,979 \n\nNon-controlling interest \n (41) \n (160)\n\nTotal Shareholders’ Equity \n 141,967  \n 3,819 \n\nTotal Liabilities and Shareholders’\nEquity \n€164,339  \n€10,118 \n\n \n\nOn June 24, 2025, the Company effected a one-for-ten\nshare split of its Class A and Class B Ordinary Shares. The Company effected another one-for-ten share split of both Class A and Class\nB Ordinary Shares on April 7, 2026. All share and per-share information presented in these financial statements has been retrospectively\nadjusted to reflect the impact of the share split for all periods presented. The number of authorized shares and par value per share\nremain unchanged following the split.\n\n \n\nF-5\n\n \n\n \n\n**BRERA HOLDINGS PLC**\n\n**Consolidated Statements\nof Changes in Shareholders’ Equity**\n\n**For the Years Ended December\n31, 2025, 2024 and 2023**\n\n \n\n  \nSeries\nA  \nSeries\nB  \nClass\nA  \nClass\nB  \n   \n   \n   \nNon-  \n  \n\n  \nPreferred\nShares  \nPreferred\nShares  \nOrdinary\nShares  \nOrdinary\nShares  \nSubscription  \nCapital  \nAccumulated  \nControlling  \nShareholder’s \n\n  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nShares  \nAmount  \nReceivable  \nReserves  \nDeficit  \nInterest  \nEquity \n\nBalance,\nDecember 31, 2022 \n -  \n€-  \n -  \n€-  \n 77,000  \n€36  \n 26,551  \n€10  \n€(1) \n€1,330  \n€(1,506) \n€-  \n€(131)\n\nShares\nissued for cash \n -  \n -  \n -  \n -  \n -  \n -  \n 16,500  \n 7  \n -  \n 6,770  \n -  \n -  \n 6,777 \n\nShare options \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 170  \n -  \n -  \n 170 \n\nShares\nissued for services \n -  \n -  \n -  \n -  \n -  \n -  \n 1,050  \n 1  \n -  \n 109  \n -  \n -  \n 110 \n\nExchange\ndifference arising from translation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 40  \n -  \n -  \n 40 \n\nNon-controlling\ninterest on acquisition of subsidiaries \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 890  \n 890 \n\nNet\nloss for the period \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (4,438) \n (473) \n (4,911)\n\nBalance\n- December 31, 2023 \n -  \n -  \n -  \n -  \n 77,000  \n 36  \n 44,101  \n 18  \n (1) \n 8,419  \n (5,944) \n 417  \n 2,945 \n\nShares\nissued for cash \n 545,000  \n 3  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 2,620  \n -  \n -  \n 2,623 \n\nSubscription\nreceivable payment \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1  \n -  \n -  \n -  \n 1 \n\nShare options \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 170  \n -  \n -  \n 170 \n\nShares\nissued for services \n -  \n -  \n -  \n -  \n -  \n -  \n 8,150  \n 4  \n -  \n 787  \n -  \n -  \n 791 \n\nEquity\ncontribution by non-controlling interest \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 15  \n 15 \n\nShares\nissued for investment in Juve Stabia football club \n -  \n -  \n -  \n -  \n -  \n -  \n 32,000  \n 15  \n -  \n 1,985  \n -  \n -  \n 2,000 \n\nRelated\nparty debt exchange agreement \n -  \n -  \n -  \n -  \n 4,080  \n 2  \n -  \n -  \n -  \n 243  \n -  \n -  \n 245 \n\nShares\nconverted from Class A to Class B \n -  \n -  \n -  \n -  \n (18,500) \n (9) \n 18,500  \n 9  \n -  \n -  \n -  \n -  \n - \n\nObligation\nto issue shares \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 106  \n -  \n -  \n 106 \n\nExchange\ndifference arising from translation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (28) \n -  \n -  \n (28)\n\nNon-controlling\ninterest debt conversion \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (30) \n -  \n 30  \n - \n\nNet\nloss for the period \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (4,428) \n (621) \n (5,049)\n\nBalance\n- December 31, 2024 \n 545,000  \n 3  \n -  \n -  \n 62,580  \n 29  \n 102,751  \n 46  \n -  \n 14,272  \n (10,372) \n (159) \n 3,819 \n\nUnit\nissued for cash \n 186,400  \n 1  \n 161,990  \n 1  \n -  \n -  \n 20,741  \n 9  \n -  \n 2,348  \n -  \n -  \n 2,359 \n\nIssuance\ncost on placement agent warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 351  \n -  \n -  \n 351 \n\nPIPE Share\nissuances \n -  \n -  \n -  \n -  \n -  \n -  \n 6,150,552  \n 2,602  \n -  \n 143,357  \n -  \n -  \n 145,959 \n\nIssuance\ncost on PIPE placement agent warrants \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 89,176  \n -  \n -  \n 89,176 \n\nShare options \n -  \n -  \n -  \n -  \n -  \n -  \n 1,500  \n 1  \n -  \n 162  \n -  \n -  \n 163 \n\nShares\nissued to Dan McClory and Boustead \n -  \n -  \n -  \n -  \n -  \n -  \n 53,246  \n 23  \n (23) \n -  \n -  \n -  \n - \n\nShares\nissued for services \n -  \n -  \n -  \n -  \n -  \n -  \n 37,500  \n 17  \n -  \n 4,455  \n -  \n -  \n 4,472 \n\nCashless\nwarrants exercise \n -  \n -  \n -  \n -  \n -  \n -  \n 1,324,442  \n 568  \n -  \n (560) \n -  \n -  \n 8 \n\nWarrant\nexercise with cash payment \n -  \n -  \n -  \n -  \n -  \n -  \n 333,555  \n 141  \n -  \n 26  \n -  \n -  \n 168 \n\nWarrants\nissued for service \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 251,349  \n -  \n -  \n 251,349 \n\nOther\nWarrants issued \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 13,268  \n -  \n -  \n 13,268 \n\nShares\nissued for Juve Stabia acquisition \n -  \n -  \n -  \n -  \n -  \n -  \n 42,000  \n 20  \n -  \n 3,710  \n -  \n -  \n 3,730 \n\nDebt\nconversion to Class A shares \n -  \n -  \n -  \n -  \n 800  \n -  \n -  \n -  \n -  \n 42  \n -  \n -  \n 42 \n\nShares\nconversions \n -711,400  \n (4) \n -161,990  \n (1) \n -31,380  \n (16) \n 133,190  \n 19  \n -  \n -  \n -  \n -  \n (2)\n\nShares\nredeemed \n -  \n -  \n -  \n -  \n -32,000  \n (13) \n -  \n -  \n -  \n -  \n -  \n -  \n (13)\n\nObligation\nto issue shares \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (31) \n -  \n -  \n (31)\n\nUYBA\nEquity contribution NCI \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 69  \n 69 \n\nExchange\ndifference arising from translation \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 2,270  \n 41  \n -  \n 2,311 \n\nNet\nloss for the period \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (376,223) \n (1,822) \n (378,045)\n\nDiscontinued\nOperations \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (803) \n 803  \n 462  \n 462 \n\nNon-controlling\ninterests on acquisition of Juve Stabia \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n (283) \n 283  \n - \n\nShares\nsold for cash \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 1,227  \n -  \n -  \n 1,227 \n\nNon-controlling\ninterest contribution Juve Stabia \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 643  \n 643 \n\nNon-controlling\ninterest on acquisition of subsidiary Juve Stabia \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n 483  \n 483 \n\nBalance\n- December 31, 2025 \n 20,000  \n€1  \n€-  \n€-  \n€-  \n€-  \n 8,199,477  \n€3,445  \n€(23) \n€524,619  \n€(386,034) \n€(41) \n€141,967 \n\n \n\nF-6\n\n \n\n \n\n**BRERA HOLDINGS PLC**\n\n**Consolidated\nStatements of Cash Flows**\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nCash flows from operating activities: \n    \n    \n   \n\nNet loss \n€(378,045) \n€(5,049) \n€(4,911)\n\nNet loss from discontinued operations \n (711) \n (1,212) \n (1,732)\n\nNet loss from continuing operations \n (377,334) \n (3,837) \n (3,179)\n\nAdjust net loss for items not involving cash: \n    \n    \n   \n\nDepreciation and amortization (Note 2 and 10) \n 1,176  \n 85  \n 32 \n\nCredit losses (Note 11) \n 1,608  \n \n-\n  \n \n-\n \n\nImpairment on non-financial assets (Note 7) \n 81,999  \n \n-\n  \n \n-\n \n\nDeferred tax benefit (Note 2) \n (1,649) \n \n-\n  \n \n-\n \n\nNet impairment loss on prepayment for digital assets (Note 9) \n 14,426  \n \n-\n  \n \n-\n \n\nImpairment on receivable for private company shares (Note 2) \n 882  \n    \n \n-\n \n\nFair value gain on financial assets at FVTPL \n \n-\n  \n 7  \n \n-\n \n\nGain on previously held interest in acquired entity (Note 2) \n (2,042) \n \n-\n  \n \n-\n \n\nStaking income from digital assets (Note 9) \n (1,535) \n \n-\n  \n \n-\n \n\nChange in warrant expense (Note 13) \n (44) \n 14  \n (164)\n\nShare-based compensation (Note 5, Note 14) \n 269,125  \n 961  \n 280 \n\nChange in contingent consideration \n (14) \n (61) \n 39 \n\nInterest expense \n 251  \n \n-\n  \n \n-\n \n\nDebt conversion \n 43  \n \n-\n  \n \n-\n \n\nInterest paid on long term borrowing \n \n-\n  \n (5) \n \n-\n \n\nChanges in working capital items: \n    \n    \n   \n\nAccounts receivable and other receivables, net \n (3,189) \n (317) \n 10 \n\nPrepayment and other current assets \n (726) \n (163) \n 94 \n\nAccounts payable \n 4,676  \n 467  \n 478 \n\nContract liabilities and deferred revenue \n 1,077  \n (233) \n 56 \n\nAccruals and other current liabilities \n 1,271  \n 55  \n (152)\n\nNet cash used in operating activities from continuing operations \n (9,999) \n (3,027) \n (2,506)\n\nNet cash provided by (used in) operating activities from discontinued operations \n (701) \n 9  \n (389)\n\nNet cash used in operating activities \n (10,700) \n (3,018) \n (2,895)\n\nCash flows from investing activities: \n    \n    \n   \n\nAcquisition of subsidiaries. net of cash acquired (Note 2) \n (3,100) \n (500) \n (598)\n\nPurchase of property and equipment \n (15) \n (2) \n \n-\n \n\nPurchase of digital assets (inclusive of prepayment) (Note 9) \n (103,491) \n \n-\n  \n \n-\n \n\nPurchase of intangible assets \n (3,498) \n \n-\n  \n \n-\n \n\nPurchase of financial assets at FVTPL \n \n-\n  \n \n-\n  \n (422)\n\nProceeds from sale of financial assets at FVTPL \n \n-\n  \n 415  \n \n-\n \n\nNet cash used in investing activities from continuing operations \n (110,104) \n (87) \n (1,020)\n\nNet cash used in investing activities from discontinued\noperations \n (32) \n (208) \n (989)\n\nNet cash used in investing activities \n (110,136) \n (295) \n (2,009)\n\nCash flows from financing activities: \n    \n    \n   \n\nLoan from shareholder \n 277  \n \n-\n  \n \n-\n \n\nProceeds from shares issuance for cash, net of issuance costs (Note 13) \n 131,706  \n 2,623  \n 6,777 \n\nIn-kind receipts from investments \n 31,579  \n \n-\n  \n \n-\n \n\nRedemption of Class A ordinary shares \n (14) \n \n-\n  \n \n-\n \n\nProceeds from the debt borrowing \n \n-\n  \n 294  \n \n-\n \n\nProceeds from warrant exercises (Note 13) \n 167  \n \n-\n  \n \n-\n \n\nContribution from minority interest member \n 713  \n \n-\n  \n \n-\n \n\nPartial repayment of debt \n (131) \n (100) \n (52)\n\nNet cash provided by financing activities from continuing operations \n 132,718  \n 2,817  \n 6,725 \n\nNet cash provided by (used in) financing activities from discontinued operations \n 488  \n (137) \n \n-\n \n\nNet cash provided by financing activities \n 133,206  \n 2,680  \n 6,725 \n\nNet increase (decrease) in cash \n 12,370  \n (633) \n 1,821 \n\nCash, beginning of year \n 1,522  \n 2,177  \n 347 \n\nCash paid for acquisitions less cash acquired \n \n-\n  \n \n-\n  \n (31)\n\nEffect of foreign exchange rate changes \n 2,307  \n (22) \n 40 \n\nCash, end of year \n€16,199  \n€1,522  \n€2,177 \n\n  \n    \n    \n   \n\nSupplemental disclosures of non-cash cashflow information \n    \n    \n   \n\nRight-of-use assets obtained in exchange for lease liabilities \n€\n-\n  \n€\n-\n  \n€701 \n\nIn-kind contribution of stock in private company \n€8,435  \n€\n-\n  \n€\n-\n \n\nShares pending cancellation \n€22  \n€\n-\n  \n€\n-\n \n\nNon-cash contributions in exchange for digital assets \n€98,978  \n€\n-\n  \n€\n-\n \n\nCash paid for: \n    \n    \n   \n\nIncome taxes \n€\n-\n  \n€\n-\n  \n€\n-\n \n\nInterest \n€\n-\n  \n€\n-\n  \n€\n-\n \n\n \n\nF-7\n\n \n\n \n\n**BRERA\nHOLDINGS PLC**\n\n**NOTES\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n1 – GENERAL INFORMATION AND REORGANIZATION TRANSACTIONS**\n\n \n\n**Company information**\n\n \n\nBrera Holdings PLC (d/b/a Solmate Infrastructure) (FKA Brera Holdings\nLimited) (“Brera Holdings”, “we”, or the “Company”), a public company limited by shares, was incorporated\nin Ireland on June 30, 2022.\n\n \n\nOn January 31, 2023, the Company completed its\nInitial Public Offering of 15,000 Class B Ordinary Shares, and the Company’s Class B Ordinary Shares commenced trading on the Nasdaq\nCapital Market under the symbol “BREA”. The IPO resulted in net proceeds to the Company of approximately $6.9 million after\ndeducting the underwriting discounts and non-accountable expense allowance.\n\n \n\nIn September 2025, the Company announced a strategic\nshift toward the Solana ecosystem and its intention to change its name to Solmate. On October 2, 2025, the Company announced that its\nClass B Ordinary Shares would begin trading on the Nasdaq Capital Market under the new ticker symbol “SLMT,” effective at\nthe open of trading on October 3, 2025; the Company previously traded under the ticker symbol “BREA.” The Company’s\nSEC filings after such date identify the Company’s Nasdaq ticker as “SLMT,” and the Company has also disclosed that\nit operates under the name Solmate Infrastructure.\n\n \n\n*Reverse Stock Split in June 2025*\n\n \n\nOn June 24, 2025, the Company announced a 1 for\n10 reverse share split of the Company’s ordinary shares, wherein the 50,000,000 authorized Class A Ordinary Shares, nominal value\n$0.005, would become 5,000,000 Class A Ordinary Shares, nominal value $0.05, and the 100,250,000,000 authorized Class B Ordinary Shares,\nnominal value $0.005, would become 10,025,000,000 Class B Ordinary Shares, nominal value $0.50.\n\n \n\n*PIPE transaction*\n\n \n\nOn September 18, 2025, the Company entered into\na private investment transaction to issue shares to certain accredited private investors, which resulted in raising of approximately\nUS$271 million in net proceeds for the Company. The PIPE proceeds were paid by investors in cash, common shares in a private company,\nUSD Coin, Tether, or Solana token (“SOL”), the native cryptocurrency of Solana, a blockchain ecosystem, or a combination\nthereof. The Company used the PIPE proceeds to pursue a new digital assets treasury strategy described below as well as fund its sports\nbusiness operation. See Note 13 for additional details on the PIPE transaction.\n\n \n\n*ATM transaction*\n\n \n\nIn November 2025 the Company filed a registration\nstatement with the Securities and Exchange Commission for the at-the-market shares offering program (the “ATM”) under which\nthe Company may offer and sell Class B Ordinary shares for up to $97 million in gross proceeds. During the year ended December 31, 2025,\nthe Company did not issue and sell any shares under its ATM program.\n\n \n\n*Reverse Stock Split in April 2026*\n\n \n\nOn April 7, 2026, the Company announced a 1 for\n10 reverse share split of the Company’s ordinary shares, wherein the 5,000,000 authorized Class A Ordinary Shares, nominal value\n$0.05, would become 500,000 Class A Ordinary Shares, nominal value $0.50, and the 10,025,000,000 authorized Class B Ordinary Shares,\nnominal value $0.05, would become 1,002,500,000 Class B Ordinary Shares, nominal value $0.50.\n\n \n\n**Business Information and New Digital Assets\nTreasury Strategy**\n\n* *\n\n*Sports business*\n\n \n\nThe Company’s strategy for its sports business is to manage a\nportfolio of professional football clubs in various international locations. Since inception and until September 2025, the Company pursued\na number of acquisition transactions in the international professional sports clubs and provided them access to the global transfer market.\nAs the Company decided to pursue a new business strategy for digital asset treasury, it plans to gradually unwind all of its sports business\noperations. Subsequent to December 31, 2025, in January 2026, the Company started liquidation procedures for its wholly-owned subsidiary\nBrera FC. In addition, in April 2026 the Company sold all its equity interest in the wholly-owned subsidiary, Juve Stabia, to a third\nparty company. The Company is evaluating the plans for other legacy sports business entities. See details of the sale of Juve Stabia and\nliquidation procedures for other subsidiaries in Note 18 – Subsequent Events.\n\n \n\n*New Digital Asset Treasury Strategy*\n\n \n\nOn September 18, 2025, in connection with a PIPE transaction described\nabove, the Company announced a new business strategy focused on driving shareholder value through the accumulation and staking of SOL\nand new revenue streams from cutting-edge Solana staking infrastructure projects. In addition to operating the Company’s sports\nbusiness the Company’s management will focus its resources on a new treasury policy and a significant portion of the balance sheet\nwill be allocated to holding SOL and other digital assets in the Company’s digital asset treasury.\n\n \n\nF-8\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE\n2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\n*Basis of Presentation and Consolidation*\n\n \n\nThese consolidated financial statements, including\ncomparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the\nInternational Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations\nCommittee (“IFRIC). Our year end is December 31. These consolidated financial statements include the accounts of the parent company\nand its subsidiaries constituting the Company. All intercompany transactions and balances have been eliminated.\n\n \n\nSubsidiaries are all entities (including structured\nentities, if any) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to,\nvariable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities\nof the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. The Company reassesses\nwhether it controls an investee when facts and circumstances indicate that there are changes to one or more of the elements of control.\nAn investee is deconsolidated from the date on which the Company loses control.\n\n \n\nThe consolidated statements of financial position\nhave been prepared based on the nature of the transactions, distinguishing: (a) current assets from non current assets, where current\nassets are intended as the assets that should be realized, sold or used during the normal operating cycle, or in the short term (within\n12 months); (b) current liabilities from non current liabilities, where current liabilities are intended as the liabilities that should\nbe paid during the normal operating cycle, or over the 12 month period subsequent to the reporting date.\n\n \n\n●The consolidated statements of profit\nor loss have been prepared based on the nature of the expenses.\n\n \n\n●The consolidated statements of cash\nflows have been prepared using the indirect method.\n\n \n\n●The consolidated financial statements\npresent all amounts in thousands of euro (“EUR” or “€”), except\nfor the per share information or otherwise stated. The comparative information is presented\nfor the previous periods.\n\n \n\nProfit or loss and each item of other comprehensive\nincome are attributed to the owners of the Company and to the\n\nnon controlling interests, if any. Total comprehensive\nincome of subsidiaries is attributed to the owners of the Company and to the non controlling interests even if this results in the non\ncontrolling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring\ntheir accounting policies in line with the Company’s accounting policies.\n\n \n\nNon controlling interests in subsidiaries are\npresented separately from the Company’s equity therein, which represent present ownership interests entitling their holders to\na proportionate share of net assets of the relevant subsidiaries upon liquidation.\n\n \n\nThe following table lists the group companies\nof the Company that were consolidated during the financial years ended on December 31, 2025, 2024 and 2023.\n\n \n\n**Company Name**   **Jurisdiction**   **Incorporation Date**   **Ownership**\n\nBrera Holdings PLC d/b/a Solmate Infrastructure   Ireland   June 20, 2022   Holding Company\n\nBrera Milano Srl   Italy   December 20, 2016   100% (via Brera Holdings PLC)\n\nBrera FC   Italy   July 31, 2023   100% (via Brera Milano Srl)\n\nFudbalski Klub Akademija Pandev (“FKAP”)   Macedonia   June 9, 2017   90% (via Brera Holdings PLC)\n\nUYBA Volley S.s.d.a.r.l.   Italy   June 7, 2002   51% (via Brera Holdings PLC)\n\nTiverija Brera AD Strumica   Macedonia   June 13, 2024   100% (via FKAP)\n\nSS Juve Stabia SpA   Italy   July 25, 2003   100% (via Brera Holdings PLC)\n\nSolmate USA Inc.   US   November 7, 2025   100% (via Brera Holdings PLC)\n\n  \n\nF-9\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Recently adopted accounting pronouncements*\n\n \n\nEffective January 1, 2025, the Company adopted\nLack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates). The amendments clarify how an entity\nassesses whether a currency is exchangeable into another currency and how an entity determines the exchange rate to apply when a currency\nis not exchangeable. The amendments also require additional disclosures to enable users of financial statements to understand the impact\nof a currency not being exchangeable on the entity’s financial performance, financial position and cash flows. The adoption of\nthese amendments did not have a material impact on the Company’s consolidated financial statements.\n\n \n\n*Functional and Presentation Currency*\n\n \n\nThe financial statements of each of the Company’s\nentities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).\nThese consolidated financial statements are presented in euro (the Company’s presentation currency).\n\n \n\n**Entity**   **Functional Currency**\n\nBrera Holdings PLC   United States dollar (“US$”)\n\nBrera Milano S.r.l.   Euro (“EUR”)\n\nBrera FC   Euro (“EUR”)\n\nFudbalski Klub Akademija Pandev   Macedonian Denar\n\nUYBA Volley S.s.d.a.r.l.   Euro (“EUR”)\n\nTiverija Brera AD Strumica   Macedonian Denar\n\nSS Juve Stabia SpA   Euro (“EUR”)\n\nSolmate USA Inc.   United States dollar (“US$”)\n\n \n\n*Functional and Presentation Currency*\n\n \n\nForeign currency transactions are translated\ninto the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from\nthe settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at\nyear-end exchange rates, are generally recognized in profit or loss. Foreign exchange gains and losses are presented in the statement\nof profit or loss, on a net basis within other gains/(losses).\n\n \n\nNon-monetary items that are measured at fair\nvalue in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences\non assets and liabilities carried at fair value are reported as part of the fair value gain or loss.\n\n \n\nThe results and financial position of foreign\noperations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation\ncurrency are translated into the presentation currency as follows:\n\n \n\n●assets and liabilities for each\nbalance sheet presented are translated at the closing rate at the date of that balance sheet\nand at historical rates for equity.\n\n \n\n●income and expenses for each statement\nof profit or loss and statement of comprehensive income are translated at average exchange\nrates (unless this is not a reasonable approximation of the cumulative effect of the rates\nprevailing on the transaction dates, in which case income and expenses are translated at\nthe dates of the transactions), and\n\n \n\n●all resulting exchange differences\nare recognized in other comprehensive income.\n\n \n\nOn consolidation, exchange differences arising\nfrom the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges\nof such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of\nthe net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on\nsale.\n\n \n\nGoodwill and fair value adjustments arising on\nthe acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.\n\n \n\nF-10\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n  \n\n*Going Concern Assumption*\n\n \n\nIn preparing the consolidated financial statements,\nthe management of the Company have given careful consideration to the future liquidity of the Company. During the year ended December\n31, 2025, the Company incurred a net loss of €378,045 and had net cash used in operating activities from continuing operations of\n€(9,999). While the Company had shareholders’ equity of €141,967 as of December 31, 2025, the Company also had a working\ncapital from continuing operations of €41,160.\n\n \n\nIn accordance with International Accounting Standards\n(“IAS”) 1 Presentation of Financial Statement, management is required to perform a two-step analysis over the Company’s\nability to continue as a going concern. Management must first evaluate whether there are conditions and events that raise substantial\ndoubt about the Company’s ability to continue as a going concern for a period of twelve months from the year-end date. If management\nconcludes that substantial doubt is raised, management is also required to consider whether its plans alleviate that doubt.\n\n \n\nThe Company’s primary source of liquidity\nhas historically been proceeds from equity financing. In accordance with IAS 1 Presentation of Financial Statements going concern assessment,\nmanagement has assessed the Company’s ability to continue as a going concern for at least twelve months from the reporting date.\n\n \n\nSince inception, the Company has incurred recurring operating losses\nand negative cash flows from operations. As disclosed in the annual financial statements as of December 31, 2024, management previously\nidentified a substantial doubt about the Company’s ability to continue as a going concern due to historical losses and the need\nfor additional financing.\n\n \n\nIn September 2025, the Company raised significant\ncapital through the PIPE transaction (see Note 1). A substantial portion of the proceeds was invested in Solana tokens (“SOL”)\nas part of the Company’s treasury strategy. As a result, management has concluded that the previously identified substantial doubt\nhas been alleviated.\n\n \n\nAs of December 31, 2025, the Company had unrestricted\ncash and cash equivalents of approximately €16,199 and working capital of €41,160. In the fourth quarter of 2025 the Company\ninvested a significant portion of its PIPE transaction proceeds to acquire SOL on an open market (see Note 9, Digital Assets). The Company’s\nfinancial position is highly dependent on the price and liquidity of SOL, which are subject to significant volatility. As of December\n31, 2025, a significant amount of SOL held by the Company was staked to generate SOL staking revenues, however, fluctuations in the SOL\nmarket value may materially affect the Company’s financial results and position. The Company’s staked SOL is not used in the\nworking capital assessment. Staked SOL assets are subject to staking restrictions of up to 5 days, and generally become fully available\nafter that.\n\n \n\nNet cash used in operating activities from continuing operations for\nthe year was approximately €(9,999), and the Company held €16,199 in cash and cash equivalents as of December 31, 2025. Based\non the current resources and forecast cash requirements, management expects the Company to meet its obligations for at least twelve months\nfrom the date of issuance.\n\n \n\nThe consolidated financial statements have been\nprepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of\nassets and the satisfaction of liabilities in the ordinary course of business and do not include any adjustments that would result if\nthe Company were unable to continue as a going concern.\n\n \n\n*Historical Cost Convention*\n\n \n\nThe consolidated financial statements have been\nprepared in accordance with the historical cost basis, except as disclosed in the accounting policies below. Historical cost is generally\nbased on the fair value of the consideration given in exchange for goods and services.\n\n \n\nF-11\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Judgments and Estimates*\n\n \n\nThe preparation of these consolidated financial\nstatements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities\nat the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from\nthese estimates. The financial statements include estimates which by their nature are uncertain. The impacts of such estimates are pervasive\nthroughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates\nare recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods.\nThese estimates are based on historical experience, current and future economic conditions, and other factors, including expectations\nof future events that are believed to be reasonable under the circumstances.\n\n \n\n●Measurement of the provision for\ndoubtful accounts, for the significant assumptions used by management in estimating the expected\ncredit loss (“ECL”) (weighted-average loss rate or default rate, current and\nfuture financial situation of debtors for individual receivables that management is aware\nwill be difficult to collect, future general economic conditions), and for the fair value\nmeasurements of options and warrants.\n\n \n\n●Estimated useful lives, depreciation\nmethod and impairment assessment of the property, plant and equipment and rights-of-use assets\nand for measuring impairment of intangibles.\n\n \n\n●Valuation of digital assets, including\nSOL and other crypto assets received or receivable as consideration in non-cash transactions,\nassets received in-kind, and assets acquired or transferred in connection with PIPE transactions\n\n \n\n●Determination of the fair value of\nprepaid SOL and related arrangements, including assumptions regarding observable market prices,\ntiming of receipt or delivery, and any restrictions affecting the assets\n\n \n\n●Valuation of derivative or other financial\ninstruments, including the DLOM applied to locked wallets or other restricted crypto assets,\nwhere applicable\n\n \n\n●Determination of the fair value of\nidentifiable assets acquired and liabilities assumed in business combinations or asset acquisitions,\nincluding the valuation of Juve Stabia Purchase Price Allocation and related purchase price\nallocation assumptions.\n\n \n\n●Valuation of receivables for private\ncompany shares, including the fair value of shares receivable from PIPE investors, where\napplicable. The valuation requires judgment because the underlying shares are not publicly\ntraded and may involve assumptions regarding observable transaction prices, changes in market\nconditions, company-specific developments, transfer restrictions, expected timing of receipt,\nforeign currency effects and recoverability.\n\n \n\n*Business Combinations*\n\n \n\nThe Company accounts for business combinations\nusing the guidance in IFRS 3, Business Combinations. The acquisition method of accounting is used to account for all business combinations,\nregardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary\ncomprises the:\n\n \n\n●fair values of the assets transferred.\n\n \n\n●liabilities incurred to the former\nowners of the acquired business.\n\n \n\n●equity interests issued by the Company.\n\n \n\n●fair value of any asset or liability\nresulting from a contingent consideration arrangement, and\n\n \n\n●fair value of any pre-existing equity\ninterest in the subsidiary.\n\n \n\nF-12\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Business\nCombinations (continued)*\n\n \n\nIdentifiable assets acquired and liabilities\nand contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at\nthe acquisition date. The Company recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis\neither at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.\n\n \n\nAcquisition-related costs are costs the Company\nincurs to affect a business combination. The Company accounts for acquisition-related costs as expenses in the periods in which the costs\nare incurred and the services are received.\n\n \n\nThe excess of (a) the consideration transferred,\n(b) the amount of any non-controlling interest in the acquired entity, and (c) the acquisition date fair value of any previous equity\ninterest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.\n\n \n\nIf those amounts are less than the fair value\nof the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.\n\n \n\nWhere settlement of any part of cash consideration\nis deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used\nis the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier\nunder comparable terms and conditions.\n\n \n\nContingent consideration is classified either\nas equity or a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value, with changes\nin fair value recognized in profit or loss.\n\n \n\nIf the business combination is achieved in stages,\nthe acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value\nat the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.\n\n \n\n*Cash and Cash Equivalents*\n\n \n\nCash and cash equivalents include cash on hand,\ndeposits held at call with financial institutions, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents.\nOur Company had cash equivalents of €16,199 and €1,522 as of December 31, 2025 and 2024, respectively. Cash and cash equivalents\nin excess of applicable deposit insurance limits were €16,099 and €1,422 as of December 31, 2025 and 2024, respectively. These\nuninsured balances are held with high-quality financial institutions, and the Company monitors their creditworthiness on an ongoing basis.\n\n \n\n*Prepaid Expenses and Other Current Assets*\n\n* *\n\nPrepayments and other current assets consist\nmainly of yearly registration fees to professional leagues, legal and professional deposits, and loans receivable.\n\n \n\nAs of December 31, 2025, loan receivables included\nin prepaid expenses and other current assets amounted to €94, all of which was due from Sport for Life. Sport for Life is owned\nby Sasho Pandev, the brother of Goran Pandev, who is a director and minority shareholder of Brera Holdings and a minority shareholder\nof FKAP. As of December 31, 2024, loan receivables amounted to €311, of which €279 was due from Sport for Life and the remaining\nbalance was due from other parties.\n\n \n\nF-13\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Digital\nAssets*\n\n \n\nThe Company accounts for its digital assets as\nintangible assets in accordance with IAS 38, Intangible Assets, as the digital assets are identifiable, non-monetary assets without physical\nsubstance. Digital assets are recognized when the Company obtains control of the underlying digital assets. Digital assets acquired through\npurchases are initially recognized at cost, which includes the purchase price and any directly attributable costs necessary to acquire\nthe assets. Digital assets received as part of capital raising activities, including the PIPE, are initially recognized at transaction\ncost value on the date the Company.\n\n \n\nThe Company applies the cost model under IAS\n38 for subsequent measurement of its digital assets. Accordingly, digital assets are carried at cost less any accumulated impairment\nlosses. The Company has determined that its digital assets have indefinite useful lives because there is no foreseeable limit to the\nperiod over which the assets are expected to generate economic benefits. As a result, digital assets are not amortized.\n\n \n\nDigital assets are assessed for impairment quarterly.\nAn impairment loss is recognized when the carrying amount of the digital assets exceeds their recoverable amount. The recoverable amount\nis the higher of fair value less costs of disposal and value in use. Impairment losses on digital assets are reflected in the consolidated\nstatements of operations within operating expenses.\n\n \n\nIn determining the fair value of crypto assets\nfor its impairment evaluation, the Company utilizes quoted digital asset prices within the Company’s principal market at the time\nof measurement, based on the closing price as of the date of measurement. The Company has designated Kraken exchange as its principal\nmarket for SOL based on the market that the Company has access to and that has the greatest volume and level of orderly transactions\nfor SOL. The Company reassesses its principal market when facts and circumstances change, including, but not limited to, when new markets\nbecome accessible or when the volume or activity in the current principal market declines.\n\n \n\nIn determining the fair value of SOL, the Company\nuses the closing SOL/USD market price as of the applicable measurement date, based on the Kraken exchange as its principal market for\nSOL.\n\n \n\nThe Company recognizes disposals of digital assets\nusing the first-in, first-out method. Any gain or loss on disposal is measured as the difference between the consideration received and\nthe carrying amount of the digital assets disposed of and is recognized in the consolidated statements of operations.\n\n \n\nThe Company received locked, staked SOL (“Locked SOL”)\nas part of its PIPE transaction and commenced native staking with acquired SOL in October 2025. The Locked SOL is held in a custodial\ncontrolled account managed by an authorized person and is subject to a long-term monthly vesting schedule under which the principal balance\nand earned staking rewards can be earned. The Company is contractually restricted from transferring the Locked SOL on-chain; however,\nthe Company may transfer ownership off-chain through a wallet ownership transfer with the custodian.\n\n \n\nDue to the transfer restrictions, the Company\nclassifies Locked SOL within digital assets, at cost, restricted in the consolidated balance sheets. In assessing impairment of Locked\nSOL, the Company considers the contractual transfer restrictions and vesting schedule, including a discount for lack of marketability,\nbased on a third-party valuation assessment that was reviewed by management for completeness and reasonableness. The third-party valuation\nused the quoted SOL market price as of the valuation date as the starting point and applied discounts for lack of marketability based\non the remaining contractual restriction periods. As of December 31, 2025, the remaining restriction periods ranged from 1 month to 25\nmonths, resulting in DLOMs ranging from 7.4% to 43.7%, with a blended DLOM of 29.29% applied to the locked SOL tranches.\n\n \n\nThe Company’s prepaid digital assets that have not yet been delivered\nto the Company are recorded as prepayment for digital assets until the Company obtains control of the underlying digital assets. As of\nDecember 31, 2025, prepayment for digital assets amounted to €28,680, net of impairment recognized for the decrease in the fair value\nof underlying digital assets delivered. Upon delivery, the prepaid balance will be reclassified to digital assets and accounted for in\naccordance with the policy described above.\n\n \n\nPurchases of digital assets are reflected as\ncash flows from investing activities in the consolidated statements of cash flows. Contributions of digital assets received as part of\nthe consideration received in the PIPE are presented as noncash financing activities in the consolidated statements of cash flows.\n\n \n\nF-14\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Solana\nStaking*\n\n \n\nBeginning in October 2025, the Company used a\nportion of the proceeds from its capital raising activities to acquire and deploy SOL in staking activities, including native staking\nand locked or restricted staking arrangements. The Company participates in staking by delegating SOL to validators on the Solana network,\nincluding validators operated by related parties and other third-party providers. The Company may enter into service arrangements\nwith validators or infrastructure providers to facilitate staking; however, the Company retains beneficial ownership and economic exposure\nto the SOL it stakes.\n\n \n\nThe Company evaluates whether it controls staked\nSOL based on its ability to obtain the economic benefits from the asset and to restrict others’ access to those benefits. Lock-up,\nvesting, or other transfer restrictions do not, in and of themselves, result in a loss of control where the Company retains beneficial\nownership of the SOL and the related rights to staking rewards. Accordingly, staked SOL, including locked or restricted SOL, remains\nrecognized as digital assets of the Company unless and until control is transferred to another party.\n\n \n\nStaking rewards are generated through the Company’s\nparticipation in network validation activities by delegating SOL to validators. The amount of staking rewards, if any, is variable and\nsubject to validator performance, network conditions, protocol rules and other factors outside the Company’s control. The Company\nrecognizes staking rewards when the applicable network epoch has been completed, the rewards have been confirmed by the Solana network,\nand the Company has obtained the right to receive the rewards. Prior to such confirmation, the Company does not recognize staking rewards\nbecause the amount of rewards is not known and remains subject to factors outside the Company’s control.\n\n \n\nStaking rewards are presented as revenue when\nthe related staking activities are part of the Company’s ordinary activities. Upon recognition, staking rewards are measured at\nthe fair value of the SOL received or receivable using observable market prices or other market-based reference rates as of the date\nthe Company obtains the right to the rewards. If rewards have been earned but not yet received, the Company recognizes a staking rewards\nreceivable or contract asset, as applicable. Upon receipt, the rewards are recognized as digital assets in accordance with the Company’s\naccounting policy for digital assets.\n\n \n\n*Fair Value Measurement*\n\n \n\nThe Company measures certain assets and liabilities\nat fair value when required by the applicable IFRS Accounting Standard. Fair value is the price that would be received to sell an asset\nor paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements\nare categorized within the fair value hierarchy based on the lowest level input that is significant to the measurement, as follows:\n\n \n\n●Level 1 Inputs: Quoted prices (unadjusted)\nin active markets for identical assets or liabilities that the entity can access at the measurement\ndate.\n\n \n\n●Level 2 Inputs: Quoted prices for\nsimilar assets or liabilities in active markets, or quoted prices for identical or similar\nassets or liabilities in markets that are not active, or other observable inputs other than\nquoted prices.\n\n \n\n●Level 3 Inputs: One or more inputs\nto the valuation are unobservable and significant to the fair value measurement of the asset\nor liability. Unobservable inputs reflect management’s assumptions on how market participants\nwould price the asset or liability based on the information available.\n\n \n\nOn initial recognition, financial assets and\nfinancial liabilities are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value\nthrough other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification\nof financial assets and liabilities is generally based on the business model in which a financial asset or liability is managed and its\ncontractual cash flow characteristics. A financial asset or liability is initially measured at fair value net of transaction costs that\nare directly attributable to its acquisition or incurrence, except for financial assets at FVTPL where transaction costs are expensed.\nAll financial assets and liabilities that are not classified and measured at amortized cost or FVOCI are measured at FVTPL.\n\n \n\nF-15\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Financial\nassets*\n\n \n\nFinancial assets are recognized when the Company\nbecomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value. Transaction costs\nthat are directly attributable to the acquisition or issuance of financial assets are added to or deducted from the fair value on initial\nrecognition, except for financial assets measured at fair value through profit or loss, for which transaction costs are recognized in\nprofit or loss as incurred.\n\n \n\nThe Company classifies financial assets at initial\nrecognition as subsequently measured at amortized cost, fair value through other comprehensive income, or fair value through profit or\nloss based on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the\nfinancial assets.\n\n \n\nCash and cash equivalents are measured at fair\nvalue. Accounts receivable, loan receivables and other receivables, including receivables for digital asset transactions, are generally\nmeasured at amortized cost and are subject to an expected credit loss assessment. Derivative financial assets and liabilities, if any,\nare measured at fair value through profit or loss. The Company did not hold equity investments in private companies as of December 31,\n2025 or 2024.\n\n \n\nAs of December 31, 2025 and 2024, the Company’s\nfinancial assets consisted primarily of cash and cash equivalents, accounts receivable, loan receivables and other receivables. The carrying\namounts of these financial assets approximate their fair values due to their short-term maturities, unless otherwise disclosed.\n\n \n\n*Accounts receivables and other receivables,\nnet*\n\n \n\nAccounts receivable are recognized initially\nat the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized\nat fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance. For trade receivables,\nthe Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial\nrecognition of the receivables. The loss allowance is recorded using a provision matrix based on historical default experience, adjusted\nfor current and forward-looking information, including the financial condition of counterparties and general economic conditions. The\nCompany’s accounts receivables are mainly made up of advertising, sponsorships, and naming rights due from third parties. The Company’s\nother receivables comprise balances due from counterparties from other transactions, including digital transactions and sports business.\nAs of December 31, 2025, accounts receivable and other receivables, net amounted to €4,117.\n\n \n\nAt each reporting date, the Company assesses\nexpected credit losses (“ECL”) on its accounts receivable and other receivables and records an impairment provision, if needed.\n\n \n\n*Receivable for Private Company Shares*\n\n* *\n\nAs of December 31, 2025, the Company had a receivable from a PIPE investor\nrelated to the investor’s obligation to deliver common shares of a private company to the Company. The receivable was initially\nmeasured at fair value in the amount of €8,489. During the year ended December 31, 2025, the Company recognized an impairment charge\nof €848, reducing the carrying value of the receivable to €7,641 as of December 31, 2025. Subsequently, the receivable was fully\nsettled in February 2026 when the underlying shares were delivered to the Company\n\n \n\nF-16\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Receivable\nfor Private Company Shares (continued)*\n\n \n\nThe receivable is classified within other receivables\nand measured at amortized cost, subject to an expected credit loss assessment, unless otherwise required to be measured at fair value\nunder IFRS. Management assessed the recoverability of the receivable based on the expected value of the underlying shares to be delivered,\nthe creditworthiness and performance obligation of the PIPE investor, expected timing of settlement, market conditions and other relevant\nfacts and circumstances.\n\n \n\nThe impairment charge was recognized because\nthe estimated recoverable amount of the receivable declined below its carrying amount as of December 31, 2025. Changes in the underlying\nassumptions could result in materially different recoverability assessments.\n\n \n\nA roll forward of the receivables is as follows:\n\n* *\n\n  \nAmount in\nEUR \n\nInitial fair value of receivable \n 8,489 \n\nChange in fair value during the period \n (882)\n\nForeign currency translation adjustment \n 34 \n\nFair Value as of December 31, 2025 \n 7,641 \n\n* *\n\nThe receivable is classified within Level 3 of the fair value hierarchy\nbecause the underlying private company shares are not publicly traded and there is no quoted price in an active market for the shares.\nThe fair value was determined using a mark-to-market approach anchored to the observable per-share transaction price established in the\nCommon Stock Transfer Agreement and adjusted for changes in market conditions and private company-specific developments through the valuation\ndate. The valuation considered observable market data, including cryptocurrency market indices and guideline public company share-price\nmovements, as well as private company-specific financing activity and IPO-related developments. Significant judgment was required in selecting\nthe adjustment to the acquisition-date value.\n\n \n\nThe significant inputs used in the valuation included an acquisition-date\nper-share value of $48.82, a selected depreciation adjustment of 10.0%, and an indicated valuation-date per-share value of $43.94. Based\non 204,184 shares, the valuation report concluded a fair value of €8,489 thousand as of December 31, 2025. The U.S. dollar valuation\nwas translated into euros for financial statement presentation. The Company recognized an impairment charge of €882 thousand during\nthe year ended December 31, 2025, partially offset by a foreign currency translation adjustment of €34 thousand, resulting in a carrying\nvalue of €7,641 thousand as of December 31, 2025. The receivable was fully settled in February 2026 when the underlying private company\nshares were delivered to the Company.\n\n \n\n*Impairment*\n\n* *\n\nThe Company recognizes a loss allowance for expected\ncredit losses (“ECL”) on financial assets measured at amortized cost, including trade receivables, loan receivables and other\nreceivables. Expected credit losses are measured as the present value of all cash shortfalls over the expected life of the financial\nasset, discounted at the asset’s original effective interest rate, where applicable.\n\n \n\nThe Company applies the simplified approach for\ntrade receivables and recognizes lifetime expected credit losses from initial recognition. For other financial assets measured at amortized\ncost, the Company applies the general approach under IFRS 9 and recognizes expected credit losses based on changes in credit risk since\ninitial recognition.\n\n \n\nIn assessing expected credit losses, the Company\nconsiders reasonable and supportable information that is available without undue cost or effort, including historical collection experience,\ncurrent conditions, borrower or counterparty-specific factors, expected timing of collection, collateral or other credit enhancements,\nand forward-looking information.\n\n \n\nFinancial assets are written off when the Company\nhas no reasonable expectation of recovering the asset in whole or in part. Any impairment losses, reversals of impairment losses and\nwrite-offs are recognized in profit or loss.\n\n \n\nF-17\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Financial\nliabilities*\n\n \n\nAll financial liabilities are classified and\nsubsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which\nthe financial liabilities are carried in the consolidated statements of financial position subsequent to inception and how changes in\nvalue are recorded. Accounts payable and accrued liabilities, taxes payable, due to related parties, loans payable and lease liability\nare classified as financial liabilities and carried in the statements of financial position at amortized cost, which approximates the\nfair value. Interest bearing loans are initially recognized at fair value, and are subsequently measured at amortized cost, using the\neffective interest method.\n\n \n\nAs of December 31, 2025, the Company recorded\na derivative liability of €230 as a Level 2 financial liability representing an obligation to make a cash payment for unsettled\ndigital assets transaction, which was classified as a financial liability at FVTPL. The outstanding balance of this liability is reported\nunder accrued and other current liabilities. See Note 13 for additional details and inputs used to determine fair value.\n\n \n\nAs of December 31, 2025 and 2024, the Company\nrecorded a contingent liability of €106 and €120, respectively, as a Level 2 financial liability representing an contingent\nobligation to issue certain number of restricted Class B ordinary shares annually over a ten year period beginning December 31, 2023\nif certain conditions related to the club’s performance are met. This contingent obligation was classified as a financial liability\nat FVTPL.\n\n \n\nDuring the years ended December 31, 2025 and\n2024, the Company provided unsecured, short-term, non-interest-bearing loans, repayable on demand, to certain affiliated entities and\nother parties to support their operations. As of December 31, 2025, management determined that the loans were uncollectible and wrote\noff the remaining outstanding balances. Accordingly, no loan receivable balance remained outstanding as of December 31, 2025. As of December\n31, 2024, outstanding loan receivables amounted to €311.\n\n \n\n*Financial Liabilities vs. Equity*\n\n \n\nFinancial liabilities and equity instruments\nissued by the Company are classified as either financial liabilities or equity in accordance with the substance of the contractual arrangements\nand the definitions of a financial liability and an equity instrument under IAS 32, *Financial Instruments: Presentation*.\n\n \n\nAn instrument is classified as a financial liability\nwhen the Company has a contractual obligation to deliver cash or another financial asset to another party, or to exchange financial assets\nor financial liabilities under conditions that are potentially unfavorable to the Company. A contract that will or may be settled in\nthe Company’s own equity instruments is also assessed to determine whether it requires settlement by delivery of a variable number\nof the Company’s own equity instruments or otherwise fails the “fixed-for-fixed” equity classification criteria.\n\n \n\nAn instrument is classified as equity only when\nit evidences a residual interest in the assets of the Company after deducting all of its liabilities and the contractual terms do not\ngive rise to a financial liability.\n\n \n\n*Equity Instruments*\n\n \n\nEquity instruments issued by the Company, including\nshares, stock awards, options and warrants, are recognized in equity when the contractual terms of the instruments do not give rise to\na financial liability. For instruments that may be settled in the Company’s own equity instruments, the Company assesses whether\nthe arrangement will be settled by exchanging a fixed amount of cash or another financial asset for a fixed number of the Company’s\nown equity instruments.\n\n \n\nEquity instruments are initially measured at\nthe fair value of the consideration received or, where issued in exchange for services, at the fair value of the instruments granted\nat the grant date or issuance date, as applicable. Amounts recognized in respect of equity instruments are recorded directly in equity,\nnet of any directly attributable transaction costs.\n\n \n\nF-18\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Accounts\nPayable*\n\n \n\nThese amounts represent liabilities for goods\nand services provided to the Company prior to the end of the financial period which are unpaid. Accounts payable are presented as current\nliabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value\nand subsequently measured at amortized cost using the effective interest method.\n\n \n\nThe Company’s accounts payable mainly represent\namounts due to vendors, including independent third party and related parties, who delivered the consultancy services. Other payables\nmainly represent accruals, VAT and other taxes payable.\n\n \n\n*Financial Risk Factors*\n\n \n\nThe Company is exposed in varying degrees to\na variety of financial instrument-related risks. The main types of risks are credit risk, liquidity risk and market risk. These risks\narise from the normal course of operations, and all transactions are undertaken as a going concern. The type of risk exposure and the\nway in which such exposure is managed is as follows:\n\n \n\n*Credit Risk*\n\n \n\nCredit risk is the risk that a counterparty will\nfail to discharge an obligation to the Company, resulting in a financial loss. The Company is exposed to credit risk primarily from cash\nand cash equivalents, trade and other receivables, loan receivables and amounts due from counterparties. The Company manages credit risk\nby monitoring counterparty credit quality, assessing collectability of receivables and maintaining cash balances with financial institutions\nand custodians that management believes are creditworthy.\n\n  \n\nAs of December 31, 2025, two customers accounted\nfor more than 10% of the Company’s accounts receivable and other receivables, net, and as of December 31, 2024, one customer accounted\nfor 10% of the Company’s accounts receivables and other receivables, net. In order to minimize credit risk, the management of the\nCompany has delegated a team responsible for determination of credit limits and credit approvals.\n\n \n\nCash and cash equivalents are placed with credit-worthy\nfinancial institutions with high credit ratings assigned by international credit-rating agencies and therefore credit risk is limited.\nThe Company has adopted procedures for extending credit terms to customers and monitoring its credit risk. Credit evaluations are performed\non customers requiring credit over a certain amount. Before accepting any new customer, the Company carries out research on the credit\nrisk of the new customer and assesses the potential customer’s credit quality and defines credit limits by customer. Limits attributed\nto customers are reviewed when necessary.\n\n \n\nFinancial instruments, which potentially subject\nthe Company to concentration of credit risk, consist primarily of cash deposits and accounts receivable. The Company minimizes the concentration\nof credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. For the cash deposit\nin the traditional banks in Italy, cash balances in excess of the amount covered by the statutory Deposit Guarantee Scheme in Italy (i.e.,\nEUR100,000) are at risk. For the cash deposit in non-traditional banks (i.e., Wise Europe SA), the whole amount of the cash deposit is\nat risk since it is not insured by the government.\n\n \n\nF-19\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Credit Risk (continued)*\n\n \n\nAs of December 31, 2025 and 2024, we had cash\ndeposits in a non-traditional bank, Wise Europe SA, amounting to €9,899 and €1,454 respectively. These deposits are not insured\nby the local government. The Company performed a detailed credit risk assessment concerning the uninsured deposit made in Wise Europe\nSA and determined that the credit risk is low, based on the following factors: (i) Wise Europe SA safeguards its customers’ funds\nby holding them in a mix of cash in leading commercial banks and low-risk liquid assets, as required by its regulatory obligations; (ii)\nWise Europe SA is authorized by the National Bank of Belgium (“NBB”), which ensures that the bank operates under the regulations\nand guidelines set by the NBB; and (iii) the Company has not experienced losses on these bank accounts and does not believe it is exposed\nto any significant credit risk with respect to these bank accounts.\n\n \n\nAs of December 31, 2025, the Company also held\ncash deposits in a US commercial bank Axos Bank, amounting to €4,805. Up to $250,000 held on these accounts are insured by the US\nFederal Depositary Insurance Company. local government. The Company performed a detailed credit risk assessment concerning the uninsured\ndeposit held in Axos Bank and determined that the credit risk is low, based on the following factors: (i) Axos Bank safeguards its customers’\nfunds by holding them in a mix of cash in leading commercial banks and low risk liquid assets, as required by its US Federal regulatory\nobligations.\n\n \n\nThe Company’s current credit risk-grading\nframework comprises the following categories:\n\n \n\n**Category**   **Description**  \n**Basis of recognizing estimated**\n\n**Credit Loss (“ECL”)**\n\nLow risk   The counterparty has a low risk of default and does not have any past-due amounts   12-month ECL\n\n         \n\nDoubtful   There have been significant increases in credit risk since initial recognition through information developed internally or external resources.   Lifetime ECL - not credit impaired\n\n         \n\nIn default   There is evidence indicating the asset is credit impaired.   Lifetime ECL - credit impaired\n\n         \n\nWrite-off   There is evidence indicating that the debtor is in severe financial difficulty and the Company has no realistic prospect of recovery.   Amount is written off\n\n \n\n \n\n*Digital Asset Concentration and Custody\nRisk*\n\n* *\n\nIn addition, the Company may be exposed to risks\nassociated with the custody, safeguarding and control of digital assets, including risks of loss, theft, cyberattack, private key compromise,\nunauthorized access, fraud, technological failure or the failure of third-party custodians or service providers. The Company’s\nability to access, transfer or recover digital assets may depend on the continued effectiveness of its internal controls, wallet management\nprocedures and third-party custody arrangements. Any loss of access to private keys, failure of custody arrangements or breach of security\ncould result in the loss of digital assets and could have a material adverse effect on the Company’s financial position and results\nof operations. A significant portion of the Company’s assets is concentrated in SOL, a digital asset subject to significant price\nvolatility.\n\n \n\nCertain digital assets may be determined by regulatory\nauthorities to constitute securities or other regulated financial instruments. If any digital assets held or transacted by the Company\nare determined to be securities, the Company may become subject to additional regulatory requirements, restrictions, reporting obligations\nor enforcement risk. Depending on the nature and extent of the Company’s digital asset activities, such developments could also\naffect the Company’s status under applicable securities laws, including whether it may be required to register as an investment\ncompany or qualify for an exemption from such registration.\n\n \n\nF-20\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Liquidity\nRisk*\n\n \n\nLiquidity risk is the risk that the Company will\nnot be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure,\nas much as possible, that it maintains sufficient cash, cash equivalents and other liquid assets, and has access to available funding\nsources, to meet its liabilities when due.\n\n \n\nIn managing liquidity risk, the Company monitors\nforecast and actual cash flows, expected cash requirements, available financing sources, and the liquidity characteristics of its assets,\nincluding any digital assets held by or on behalf of the Company. Digital assets may be subject to liquidity risk due to market volatility,\nlimited trading volumes, exchange or platform disruptions, transfer restrictions, network congestion, regulatory developments, or other\nfactors that may affect the Company’s ability to convert such assets into cash on a timely basis or at expected values.\n\n \n\nThe Company may also be exposed to liquidity\nrisks related to assets held with custodians, exchanges, wallet providers or other third-party service providers, including risks relating\nto access, control, withdrawal limitations, platform suspensions, insolvency or operational failure of a service provider, or other restrictions\nthat could delay or prevent the Company from accessing or liquidating assets when needed.\n\n \n\nCertain digital assets may be subject to contractual,\ntechnological or protocol-based restrictions on use or transfer, including assets held in locked wallets, staking arrangements, vesting\narrangements, escrow arrangements, smart contracts or other arrangements that may limit the Company’s ability to access, transfer,\npledge, sell or otherwise use such assets to meet short-term liquidity needs. The Company considers such restrictions when assessing\nthe availability of digital assets for liquidity management purposes.\n\n \n\n*Market Risk*\n\n \n\nMarket risk is the risk that changes in market\nprices, such as foreign exchange rates, interest rates, digital asset prices and other market variables, will affect the Company’s\nincome or the value of its holdings of financial and non-financial assets.\n\n \n\nThe Company is exposed to market risk in the\nordinary course of business, including interest rate risk and, to the extent the Company holds digital assets, price volatility risk\nassociated with those digital assets. Digital asset markets have historically experienced significant price volatility and may be affected\nby changes in market demand, investor sentiment, technological developments, regulatory actions, exchange or platform disruptions, cybersecurity\nincidents, and broader macroeconomic conditions. A decline in the market value of digital assets held by the Company could adversely\naffect the Company’s financial position and results of operations.\n\n \n\n*Interest Rate Risk*\n\n \n\nInterest rate risk is the risk that changes in\nmarket interest rates will affect the Company’s income, cash flows or the fair value of its financial instruments. The Company’s\nexposure to interest rate risk primarily relates to its interest-bearing borrowings and cash balances.\n\n \n\nThe Company’s borrowings are fixed-rate\ninstruments and, therefore, changes in market interest rates do not affect the Company’s contractual interest payments or cash\nflows on those borrowings. However, changes in market interest rates may affect the fair value of fixed-rate borrowings. Given the nature\nand amount of the Company’s debt and interest-bearing assets, management believes that the Company’s exposure to interest\nrate risk is not material.\n\n \n\nF-21\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Foreign\nCurrency Exchange Risk*\n\n \n\nThe functional currencies of the Company and\nits subsidiaries are based on the primary economic environment in which each entity operates. The majority of the Company’s cash\nflows, financial assets and liabilities are denominated in U.S. dollars, euros and Macedonian denars. The Company’s presentation\ncurrency is the euro. Currency risk is limited to the proportion of our business transactions denominated in currencies other than the\neuro, primarily for capital expenditures, potential future debt, if any, and various operating expenses such as salaries and professional\nfees. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe\nour current exposure to currency risk to be significant.\n\n \n\n*Deferred Offering Costs*\n\n \n\nDeferred offering cost means any fees, commissions,\ncosts, expenses, concessions and other amounts payable to any party, including, without limitation, brokers, underwriters, advisors (accounting,\nfinancial, legal and otherwise) and any consultants, in connection with the Company’s initial public offering of Class B Ordinary\nShares (“Offering Shares”).\n\n \n\n*Property and Equipment*\n\n \n\nProperty and equipment are measured at cost less\naccumulated depreciation and impairment losses. Cost includes directly attributable expenditures and, where applicable, capitalized borrowing\ncosts. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets from the date they are available\nfor use: (i) office equipment: 5 years, (ii) furniture and fixtures: 5 years, (iii) motor vehicles: 10 years; (iv) leasehold improvements:\n5 years; (v) other assets: 5 years. Useful lives and residual values are reviewed at each reporting date and adjusted prospectively where\nappropriate. Assets are derecognized on disposal or when no future economic benefits are expected, with gains or losses recognized in\nprofit or loss.\n\n \n\nProperty and equipment as of December 31, 2025\nand 2024 are reported under the line item other non-current assets in the statement of financial position.\n\n \n\nDepreciation expense for the years ended December\n31, 2025, 2024, and 2023 amounted to €5, €85, and €23, respectively, which were included in general and administrative\nexpenses. Impairment of property and equipment amounting to €35 was recorded for the year ended December 31, 2025. Details of the\nimpairment are disclosed on Note 7 – Impairment for Non-Financial Assets. No impairment was recorded for the years ended December\n31, 2024, and 2023.\n\n \n\n*Impairment of Goodwill, Intangible Assets\nand Other Non-Financial Assets*\n\n \n\nGoodwill and intangible assets with indefinite\nuseful lives are not amortized and are tested for impairment at least annually, or more frequently if events or changes in circumstances\nindicate that the asset may be impaired. Goodwill is tested for impairment at the level of the cash-generating unit, or group of cash-generating\nunits, expected to benefit from the business combination in which the goodwill arose.\n\n \n\nAt each reporting date, the Company assesses\nwhether there are indicators that other non-financial assets, including property and equipment, right-of-use assets and finite-lived\nintangible assets, may be impaired. If any such indicator exists, the Company estimates the recoverable amount of the individual asset\nor, where the asset does not generate independent cash inflows, the recoverable amount of the cash-generating unit to which the asset\nbelongs.\n\n \n\nThe recoverable amount is the higher of fair\nvalue less costs of disposal and value in use. Fair value less costs of disposal is determined based on available market information,\nrecent transactions or valuation techniques, as applicable. Value in use is determined based on the present value of estimated future\ncash flows expected to be derived from the asset or cash-generating unit. For purposes of assessing impairment, assets are grouped at\nthe lowest level for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other\nassets or groups of assets.\n\n \n\nF-22\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Impairment\nof Goodwill, Intangible Assets and Other Non-Financial Assets (continued)*\n\n \n\nAn\nimpairment loss is recognized in profit or loss when the carrying amount of an asset or cash-generating\nunit exceeds its recoverable amount. Impairment losses recognized for goodwill are not reversed\nin subsequent periods. Impairment losses recognized for non-financial assets other than goodwill\nare reviewed at each reporting date for possible reversal when there has been a change in\nthe estimates used to determine the recoverable amount. Any reversal is limited so that the\nrevised carrying amount does not exceed the carrying amount that would have been determined,\nnet of depreciation or amortization, had no impairment loss been recognized in prior periods.\n\n \n\nThe Company performed its impairment assessments\nand determined that impairment losses were required to be recognized for the years ended December 31, 2025 and 2024. No impairment losses\nwere recognized for the year ended December 31, 2023. Details of impairment losses recognized are disclosed in Note 7 – Impairment\nof Non-Financial Assets.\n\n \n\n*Share-Based Compensation*\n\n \n\nThe Company accounts for share-based payment\narrangements in accordance with IFRS 2, Share-based Payment. The Company may grant share options, share awards, restricted share units,\nwarrants or other equity-based instruments to directors, officers, employees, consultants and other service providers.\n\n \n\nEquity-settled share-based payment awards are\nmeasured at the fair value of the equity instruments granted at the grant date. The fair value of share options and warrants is estimated\nusing an appropriate option-pricing model, such as the Black-Scholes model, considering, as applicable, the exercise price, expected\nvolatility, expected term, expected dividends, risk-free interest rate and the market price of the Company’s shares at the grant\ndate. The fair value of share awards is generally based on the market price of the Company’s shares at the grant date.\n\n \n\nThe fair value of equity-settled awards is recognized\nas share-based compensation expense over the applicable vesting period, with a corresponding increase in equity. Each vesting tranche\nis treated as a separate award with its own vesting period and grant date fair value. For awards that vest immediately, the full amount\nof the grant date fair value is recognized as expense on the grant date, unless the award is directly attributable to a qualifying capital\ntransaction or asset acquisition, in which case the amount is capitalized in accordance with the applicable IFRS Accounting Standard.\n\n \n\nThe Company estimates the number of awards expected\nto vest based on service and non-market performance vesting conditions and revises those estimates at each reporting date. Compensation\nexpense is adjusted prospectively for changes in the number of awards expected to vest. If an award does not vest because a service condition\nor non-market performance condition is not satisfied, any previously recognized expense is reversed. However, no reversal is made for\nawards that have vested, even if the vested awards are subsequently forfeited, expire unexercised or are not exercised.\n\n \n\nThe Company accounts for modifications, amendments,\ncancellations or settlements of share-based payment awards in accordance with IFRS 2. If the terms of an equity-settled award are modified\nand the modification increases the fair value of the award or is otherwise beneficial to the holder, the incremental fair value is recognized\nover the remaining vesting period or immediately if the award is fully vested. If a modification reduces the fair value of an award,\nthe Company continues to recognize the original grant date fair value, subject to the original vesting conditions.\n\n \n\nF-23\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Revenues*\n\n* *\n\nThe Company recognizes revenue in accordance\nwith IFRS 15, *Revenue from Contracts with Customers*. Revenue is measured based on the consideration specified in a contract with\na customer and is recognized when, or as, control of the promised goods or services is transferred to the customer.\n\n \n\nThe Company’s revenue streams include commercial\nrevenue from the operation of its professional sports teams, including sponsorship, advertising, brand promotion and other commercial\narrangements; matchday and related event revenue, if applicable; player registration and transfer-related income, where applicable; and\ndigital asset revenue, including SOL staking rewards.\n\n \n\nSponsorship, advertising, brand promotion and\nother commercial revenue is recognized when the related services are provided or over the term of the related agreement, depending on\nthe nature of the performance obligations. Revenue settled through non-cash or in-kind consideration is measured at the fair value of\nthe consideration received or receivable.\n\n \n\nMatchday and event-related revenue, if applicable,\nis recognized when the relevant match or event takes place. Player registration and transfer-related income, where applicable, is recognized\nwhen the Company has satisfied its obligations under the relevant agreement and control of the player registration rights or related\neconomic rights has transferred.\n\n \n\nStaking rewards are generated from the Company’s\nparticipation in Solana network validation activities through delegation of SOL to validators. Staking rewards are recognized when the\napplicable network epoch has been completed, the reward has been confirmed by the Solana network and the Company obtains control of the\nrewards, which generally occurs when the rewards are credited or otherwise made available to the Company’s wallet or custodial\naccount. Prior to confirmation, the amount of staking rewards, if any, is variable and subject to validator performance, network conditions,\nprotocol rules and other factors outside the Company’s control. Staking rewards are measured at the fair value of SOL received\nor receivable using observable market prices or other market-based reference rates as of the date the Company obtains the right to the\nreward.\n\n \n\nA contract asset represents the Company’s\nright to consideration for goods or services transferred to a customer when that right is not yet unconditional and is assessed for impairment\nin accordance with IFRS 9. A receivable represents an unconditional right to consideration. A contract liability represents the Company’s\nobligation to transfer goods or services for which consideration has been received or is due from the customer. Contract assets and contract\nliabilities relating to the same contract are presented on a net basis.\n\n \n\n*Segment Reporting*\n\n* *\n\nThe Company determines its operating segments\nbased on the information reviewed by the chief operating decision maker (“CODM”) for purposes of allocating resources and\nassessing performance. The Company’s CODM is the Chief Executive Officer.\n\n \n\nDuring the year ended December 31, 2025, following\nthe Company’s strategic shift toward digital asset treasury and infrastructure activities, the CODM began reviewing discrete financial\ninformation for the Company’s digital asset treasury activities separately from its legacy sports portfolio activities. Accordingly,\nthe Company determined that it has two reportable segments:\n\n \n\n●Digital Assets\nTreasury Segment\n\n \n\n●Legacy Sports\nPortfolio\n\n \n\nF-24\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Segment\nReporting (continued)*\n\n \n\nThe Digital Asset Treasury and Infrastructure\nsegment includes the Company’s SOL treasury, staking, validator and related digital asset activities. The Legacy Sports Portfolio\nsegment includes the Company’s historical professional sports team operations, including sponsorship, advertising, matchday and\nother sports-related commercial activities.\n\n \n\nOur revenue has been disaggregated into categories\nthat depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The categories\nof the majority of our revenue during the years ended December 31, 2025, 2024 and 2023 are as follows:\n\n \n\n \n\n  \n2025  \n2024  \n2023 \n\nDigital asset treasury \n€1,535  \n€\n-\n  \n€\n-\n \n\nLegacy Sport Portfolio \n 2,949  \n 1,193  \n 311 \n\nTotal \n€4,484  \n€1,193  \n€311 \n\n \n\n*Leases*\n\n \n\nThe Company applies IFRS 16 to all leases at\ninception or upon modification, unless the contract is reassessed due to changes in terms and conditions.\n\n \n\nThe Company applies the recognition exemptions\nfor:\n\n \n\n●Short-term leases (lease term of\n12 months or less and no purchase option); and\n\n \n\n●Leases of low-value assets\n\n \n\nPayments for these leases are recognized as an\nexpense on a straight-line basis over the lease term.\n\n \n\nAs of December 31, 2025, the Company only maintains\nshort term leases with third-party lessors. No lease was accounted for under IFRS 16.\n\n \n\n*Taxation*\n\n \n\nIncome tax expense represents the sum of the\ntax currently payable and deferred tax.\n\n \n\nThe tax currently payable is based on taxable\nprofit for the year. Taxable profit differs from profit/(loss) before tax because of income or expense that are taxable or deductible\nin other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax\nrates that have been enacted or substantively enacted by the end of the reporting period.\n\n \n\nDeferred tax is recognized on temporary differences\nbetween the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used\nin the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred\ntax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will\nbe available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized\nif the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a\ntransaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized\nif the temporary difference arises from the initial recognition of goodwill.\n\n \n\nThe carrying amount of deferred tax assets is\nreviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits\nwill be available to allow all or part of the asset to be recovered.\n\n \n\nDeferred tax assets and liabilities are measured\nat the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rate\n(and tax laws) that have been enacted or substantively enacted by the end of the reporting period.\n\n \n\nF-25\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Taxation (continued)*\n\n \n\nThe measurement of deferred tax liabilities and\nassets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period,\nto recover or settle the carrying amount of its assets and liabilities.\n\n \n\nDeferred tax assets and liabilities are offset\nwhen there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income\ntaxes levied to the same taxable entity by the same taxation authority.\n\n \n\nCurrent and deferred tax are recognized in profit\nor loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the\ncurrent and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred\ntax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.\n\n \n\n*Intangible Assets*\n\n \n\nGoodwill\n\n \n\nGoodwill is monitored by management at the level\nof each operating segment. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations\nand the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from\nthe acquisition date). Goodwill is measured as described in the Business Combinations section above. Gains and losses on the disposal\nof an entity include the carrying amount of goodwill relating to the entity sold.\n\n \n\nIntangible Assets\n\n \n\nPlayer contracts, broadcasting rights, brands,\nand customer relationships were acquired as part of a business combination. They are recognized at their fair value at the date of acquisition\nand are subsequently amortized on a straight-line basis as follows:\n\n \n\nPlayer\ncontracts\n\n2 years (FKAP) & 3 years (Juve Stabia)\n\nBrands\nIndefinite\n\nBroadcasting\nrights\n5 years (FKAP) & 7 years (Juve Stabia)\n\nSeason\nticket holders\n4 years (Juve Stabia)\n\nAdvertising\n4 years (Juve Stabia)\n\n \n\n**NOTE 3 —SPORTS PORTFOLIO ACQUISITIONS\nAND DISCONTINUED OPERATIONS**\n\n \n\n*Juve Stabia*\n\n \n\nOn June 20, 2025, Brera Holdings completed the\nacquisition of a 52% equity interest in S.S. Juve Stabia S.r.l. (“Juve Stabia”), a professional football club organized in\nItaly. Pursuant to a Share Purchase Agreement (“the XX Settembre Agreement”) with XX Settembre Holding S.r.l. (the “Seller”),\nBrera agreed to acquire a majority ownership interest in Italian Serie B football club Juve Stabia through its owner and manager S.S.\nJuve Stabia S.r.l. (“Juve Stabia” or “the Club”) through share capital and reserve increases in the Club occurring\nbetween December 2024 and June 2025. The consideration consists of both payments of cash and issuances of the Company’s Nasdaq-listed\nshares in a multi-step process, with the aggregate purchase price structured as follows:\n\n \n\n●First Closing – On December 31, 2024, the Company issued 32, 000 Class B Ordinary Shares, valued at $6 5 /share, currency converted at $10. 4/EUR (21.74% acquired):\n\n \n\n●€500 cash to Juve Stabia\n\n  \n\nF-26\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\n●€2,000 (approximately US$2,087) in shares (of which €1,000 issued to Juve Stabia and €1,000 issued to XX Settembre)\n\n \n\n●Second Closing – On January 10, 2025, the Company issued 24,000 Class B Ordinary Shares, valued at $6 5 /share, currency converted at $1 0.4/EUR (ownership increased to 34.61%):\n\n \n\n●€500 cash to Juve Stabia\n\n \n\n●€1,500 in shares (approximately US$1,560) (of which €1,000 issued to Juve Stabia and €500 issued to XX Settembre)\n\n \n\n●Third Closing – On February 11, 2025, the Company did not issue any Class B Ordinary Shares (ownership increased to 38.46%):\n\n \n\n●€500 cash to XX Settembre\n\n \n\n●Final Closing – On June 20, 2025, the Company issued 18,000 Class B Ordinary Shares, valued at $6 5 /share, currency converted at $10. 4/EUR (ownership increased to 52%):\n\n \n\n●€2,250 cash (€1,000 to Juve Stabia; €1,250 to XX Settembre)\n\n \n\n●€1,125 (approximately US$1,170) in shares to XX Settembre\n\n \n\nPrior to the company being a consolidated entity-\nthe company had a total investment of EUR2,500 which has been included in other non-current assets.\n\n \n\nThe total purchase consideration for the acquisition\nof S.S. Juve Stabia S.r.l., based on the contractual terms, amounted to €8,375 comprising €3,750 in cash and 74,000 Class B\nOrdinary Shares initially valued at a contractual amount of €4,625. In accordance with IFRS 3 Business Combinations, consideration\ntransferred must be measured at its fair value as of the acquisition date. Accordingly, the Company remeasured its previously held 38.46%\nequity interest to fair value and recognized a gain of approximately €2,042 in profit or loss under “Gain on remeasurement\nof previously held interest.” After reflecting the non-controlling interest, preliminary purchase price allocation adjustments\n(including identifiable intangible assets and deferred tax effects), and working capital adjustments, the total purchase price allocated\nto the acquired net assets was €11,522.\n\n \n\nThe initial share purchase agreement for the\nacquisition of S.S. Juve Stabia S.r.l. included a contingent earn-out payable in shares if the Club achieved promotion. The earn-out\nperiod expired prior to the completion of the acquisition without the contingency being met; therefore, the earn-out arrangement was\nno longer applicable and was excluded from the purchase consideration at acquisition.\n\n \n\nManagement assessed that the acquired set of\nactivities and assets constitutes a business as defined in IFRS 3 Appendix A, as Juve Stabia has inputs and processes capable of producing\noutputs. Accordingly, the transaction has been accounted for as a business combination using the acquisition method. We determined that\nthis transaction is a business combination achieved in stages, or a step acquisition as discussed in paragraph 42 of IFRS 3. In a step\nacquisition, IFRS 3 defines the acquisition date as the date the acquirer obtains control of the acquiree. In a business combination\neffected by a sale and purchase agreement, this is generally the specified closing or completion date. While IFRS also defines control\nas having a majority of board seats or decision-making authority, our Company has no board seats and no decision-making authority for\nJuve Stabia until the final closing on June 20, 2025. Therefore, our consolidated financial statements include the accounts of Juve Stabia\nbeginning on June 20, 2025. Prior to that, investment in Juve Stabia is accounted for using the equity method.\n\n \n\nThe acquisition of Juve Stabia is expected to\nstrengthen the Company’s presence in the European football market, enhance brand recognition, and provide access to new sponsorship,\nmerchandising, and broadcasting opportunities.\n\n \n\nF-27\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\nThe Company recognizes non-controlling interests\nin an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s\nnet identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in Juve Stabia,\nthe Company elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. This\napproach was considered appropriate as the transaction was negotiated and valued on a controlling interest basis, and no separate observable\nmarket data or valuation inputs were available to reliably measure the fair value of the minority interest. Accordingly, the proportionate\nshare method was determined to be the most appropriate and reliable measure in the circumstances. See Note 2 Business Combinations for\nthe Company’s accounting policies for business combinations.\n\n \n\nNon-controlling interest was measured at its\nproportionate share of the acquiree’s net identifiable assets, including deferred tax liabilities. The fair value of the identifiable\nnet assets after deferred taxes and long-term debt was approximately €2,006. After adjusting for the €1,000 subscription investment\nmade on the final closing date in June 2025, the adjusted balance amounted to approximately €1,006. Accordingly, non-controlling\ninterest was determined as 48% of the adjusted net assets, or approximately €483.\n\n \n\n**IFRS 3 Purchase Price Allocation of Juve Stabia**\n\n** **\n\n  \n\n**Purchase\nPrice Allocation June 20,**\n\n**2025**\n \n\nNet Tangible Assets \n  \n\nCurrent assets \n€2,340(*)\n\nCurrent liabilities minus short term\ndebt \n (6,143)\n\nNet working capital \n (3,803)\n\nFixed assets, net \n 31 \n\nOther assets \n 7 \n\nDeferred tax liability \n (4,062)\n\nTotal tangible asset\nallocation \n€(7,827)\n\n  \n   \n\nIdentifiable Intangible Assets \n   \n\nPlayer contracts \n€1,530 \n\nBroadcasting rights \n 2,600 \n\nBrand \n 8,930 \n\nAdvertising \n 1,100 \n\nSeason ticket holders \n 400 \n\nTotal identifiable intangible assets \n€14,560 \n\n  \n   \n\nImplied goodwill \n 9,999 \n\nTotal economic goodwill \n 9,999 \n\n  \n   \n\nBusiness Enterprise Value (BEV) \n 16,732 \n\n  \n   \n\nLong-term debt \n€(4,727)\n\nNon-controlling interest \n (483)\n\nTotal Purchase Price \n€11,522(**)\n\n \n\n(*)Current assets include the cash acquired amounting to €150. The total net cash consideration related to our acquisition of Juve Stabia amounted to €3,600. The net cash consideration related to our acquisition of Juve Stabia recognized for the year ended December 31, 2025 amounted to €3,100, as reflected in the consolidated statement of cash flows under investing activity.\n\n \n\n(**)As part of the step-up acquisition, Brera Holdings obtained control of Juve Stabia on June 20, 2025, in which it previously held a non controlling equity interest of 38.46% prior to obtaining control. In accordance with IFRS 3, the previously held investment was remeasured to its fair value of approximately €7,042 as of the acquisition date, compared to its prior carrying amount of approximately €5,000. The resulting gain of approximately €2,042 was recognized in profit or loss under other income (expense).\n\n \n\nF-28\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\nWhile the contractual consideration for the Juve\nStabia acquisition totaled €8,375 the purchase price allocation (PPA) reflects higher fair values. This is because, under IFRS 3,\nonce the Company obtained control, it was required to remeasure its previously held interest to fair value and step up all identifiable\nassets and liabilities of Juve Stabia to their acquisition-date fair values on a 100% basis.\n\n \n\nAs a result, the PPA represents the fair value\nof the entire business, not just the 51% acquired, with the non-controlling interest measured at its proportionate share of the stepped-up\nnet assets. Consequently, the recognized intangible assets and goodwill exceed the contractual consideration, consistent with IFRS 3\nconsolidation requirements.\n\n \n\nThe fair values of identifiable assets and liabilities\nwere determined using a combination of the income, market, and cost approaches, as appropriate based on the nature of each asset and\nliability. The amounts presented above represent the final fair values of the assets acquired and liabilities assumed as of June 20,\n2025, the acquisition date.\n\n \n\nManagement has completed its purchase price allocation\nand concluded that no measurement period adjustments were required under IFRS 3. Accordingly, the values recognized reflect management’s\nfinal determination of fair value at the acquisition date. The fair value of the equity consideration issued was determined using quoted\nmarket prices of the Company’s publicly traded shares on the respective measurement dates and is classified as a Level 1 input\nunder IFRS 13. The fair value of identifiable intangible assets, including brand, player contracts, broadcasting rights, advertising\nrelationships, and season ticket holders, was determined using valuation techniques under the income and cost approaches and is classified\nas Level 3 inputs, as these valuations incorporate significant unobservable inputs, including projected revenues, discount rates, royalty\nrates, and asset-specific assumptions.\n\n \n\nThe valuation of identifiable tangible and intangible\nassets reflects the application of appropriate valuation methodologies and assumptions, including projected revenues, operating performance,\ndiscount rates, royalty rates, and useful lives, which have been assessed for reasonableness and consistency with the overall enterprise\nvalue and the valuation of the previously held interest, which was supported by an independent valuation prepared as of the acquisition\ndate.\n\n \n\nThe total consideration transferred of €11,522\nreflects a combination of cash payments and equity instruments issued. Cash consideration includes amounts paid directly to the selling\nshareholder, XX Settembre Holding S.r.l., as well as amounts contributed to Juve Stabia through capital increases. Equity consideration\nconsists of the issuance of the Company’s Class B Ordinary Shares. All such payments, whether made to the seller or directly to\nthe acquiree, were determined to form part of the consideration transferred in accordance with IFRS 3, as they were integral to obtaining\ncontrol of the acquiree.\n\n \n\nThe related deferred tax liability arising from\nthe recognition of identifiable intangible assets has been measured based on the applicable statutory tax rates and the differences between\nthe financial reporting bases and tax bases of the assets acquired.\n\n \n\nF-29\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\nDuring the year ended December 31, 2025, the\ncarrying value of the related asset was reduced as a result of an impairment. Accordingly, the associated deferred tax liability was\nreduced to EUR2,413 as of December 31, 2025. The reduction of EUR1,649 was recognized as a deferred tax benefit in the consolidated statement\nof operations for the year ended December 31, 2025.\n\n \n\nChanges in assumptions reflected in subsequent\nanalyses relate to post-acquisition conditions and are accounted for under the applicable standards (e.g., IAS 36), rather than as measurement\nperiod adjustments under IFRS 3.\n\n \n\nOn December 1, 2025, SS Juve Stabia Srl completed\na capital increase pursuant to an Extraordinary Shareholders’ Meeting, at which Brera Holdings Public Limited Company contributed\n€1,650,000 in cash. At the time of the transaction, Brera Holdings owned approximately 52% of the outstanding share capital of Juve\nStabia, while the remaining 48% was held by XX Settembre Holding S.r.l.\n\n \n\nIn connection with the capital increase, XX Settembre\nHolding S.r.l. formally waived its pre-emption rights, resulting in Brera Holdings subscribing for all newly issued shares. As a result,\nBrera Holdings’ ownership interest increased from approximately 52% to 100%, and Juve Stabia became a wholly owned subsidiary effective\nDecember 1, 2025.\n\n \n\nBecause Brera Holdings already controlled Juve\nStabia prior to the transaction, the increase in ownership interest did not result in a change of control. Accordingly, the transaction\nwas accounted for as an equity transaction in accordance with IFRS 10.B96–B99. The non-controlling interest was derecognized at\nits carrying amount, and the difference between the consideration paid and the carrying amount of the non-controlling interest was recognized\ndirectly in equity attributable to owners of the parent.\n\n \n\nAs a result of this transaction, no non-controlling\ninterest remains as of December 1, 2025, and 100% of Juve Stabia’s results are attributable to Brera Holdings thereafter.\n\n \n\nThe preparation of the purchase price allocation\nand related accounting conclusions requires management to make significant estimates and assumptions. Key areas of judgment include the\ndetermination of the acquisition date and assessment of control under IFRS 10, the fair value measurement of consideration transferred\nand previously held interests, and the valuation of identifiable intangible assets using income-based approaches. These valuations require\nassumptions related to projected revenues, operating performance, discount rates, royalty rates, and asset useful lives. In addition,\nmanagement applied judgment in determining the appropriate tax rate and assessing the recognition of deferred tax liabilities arising\nfrom temporary differences. While these estimates are based on management’s best information as of the acquisition date, actual\nresults may differ from those assumptions.\n\n \n\nF-30\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\nThe goodwill recognized in connection with the\nacquisition primarily represents the expected future economic benefits arising from assets that are not separately identifiable. These\nbenefits include anticipated synergies from integrating Juve Stabia into the Company’s broader football platform, including enhanced\ncommercial opportunities through sponsorships, merchandising, and broadcasting arrangements. Goodwill also reflects expected improvements\nin sporting performance and league positioning, which are expected to drive increased matchday revenues, media rights income, and overall\nbrand value. In addition, goodwill captures the value of the assembled workforce, management expertise, and the ability to leverage the\nCompany’s existing infrastructure, relationships, and strategic initiatives across its football portfolio. Further, goodwill includes\npotential upside from participation in higher-tier competitions and expansion of the Club’s presence in the European football market,\nwhich are not separately recognized as identifiable intangible assets.\n\n \n\nThe valuation of goodwill and identifiable intangible\nassets is inherently subject to estimation uncertainty and is sensitive to changes in key assumptions, including projected revenues,\ndiscount rates, royalty rates, and long-term growth expectations. Changes in these assumptions could result in materially different fair\nvalue measurements. For example, increases in discount rates or reductions in projected revenues or growth rates would generally result\nin lower valuations, while more favorable assumptions would have the opposite effect. These assumptions are particularly sensitive to\nthe Club’s future sporting performance and league status, as adverse outcomes (such as relegation) could negatively impact revenues,\nsponsorship opportunities, and overall financial performance. Management has performed sensitivity analyses over these key inputs and\nconcluded that the assumptions applied are reasonable and supportable in the context of the overall valuation.\n\n \n\nBelow represents the profit or loss of Juve Stabia\nsince the acquisition date included in the condensed consolidated statement of profit or loss for the year ended December 31, 2025\n\n \n\n  \n\n**December\n31,**\n\n**2025**\n \n\nRevenue \n€2,577 \n\nOperating expenses \n   \n\nEquity based expense\nand warrants \n \n-\n \n\nGeneral and administrative\nexpenses \n 12,068 \n\nImpairment of non-financial assets \n \n-\n \n\nTotal operating expenses \n 12,068 \n\nOperating loss \n (9,491)\n\n  \n   \n\nOther income (expense): \n   \n\nInterest expense \n (63)\n\nOther income \n 5,156 \n\nTotal other income, net \n€5,093 \n\n  \n   \n\nLoss before income taxes \n€(4,398)\n\nProvision for income taxes \n 150 \n\nNet loss \n€(4,548)\n\n \n\nF-31\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\nThe following unaudited pro forma profit and\nloss of the Company for the year ended December 31, 2025 give effect to the XX Settembre Agreement as if they had occurred on January\n1, 2025\n\n \n\n  \nHistorical\nBrera\n\nHoldings\nPLC(*)  \nHistorical\nJuve Stabia\n\n(**)  \nUnaudited Pro\n\nForma\n\nAdjustments\n(***)  \nUnaudited Pro\n\nForma\n\nCombined \n\nRevenue \n€4,484  \n€6,973  \n€\n-\n  \n€11,457 \n\nOperating expense \n    \n    \n    \n   \n\nEquity based expenses and warrants \n 269,125  \n \n-\n  \n \n-\n  \n 269,125 \n\nGeneral and administrative expense \n 37,871  \n 10,280  \n 567  \n 48,718 \n\nImpairment of non-financial assets \n 81,999  \n \n-\n  \n \n-\n  \n 81,999 \n\nTotal operating expenses \n 388,995  \n 10,280  \n 567  \n 399,842 \n\nOperating loss from continuing operations \n (384,511) \n (3,307) \n (567) \n (388,385)\n\nOther income (expense): \n    \n    \n    \n   \n\nInterest expense \n (229) \n (95) \n \n-\n  \n (324)\n\nOther income \n 6,297  \n 468  \n \n-\n  \n 6,765 \n\nTotal other income \n 6,068  \n 373  \n \n-\n  \n 6,441 \n\n  \n    \n    \n    \n   \n\nLoss before income taxes from continuing operations \n (378,443) \n (2,934) \n (567) \n (381,944)\n\nProvision for income taxes \n (1,109) \n 294  \n \n-\n  \n (815)\n\nNet loss from continuing operations \n (377,334) \n (3,228) \n (567) \n (381,128)\n\nLoss from discontinued operations, net of tax \n (711) \n \n-\n  \n \n-\n  \n (711)\n\n  \n    \n    \n    \n   \n\nNet loss \n€(378,045) \n€(3,228) \n€(567) \n€(381,839)\n\n  \n    \n    \n    \n   \n\nAttributable to the Company \n (376,223) \n (1,679) \n (295) \n (378,197)\n\nAttributable to non-controlling interest \n (1,822) \n (1,549) \n (272) \n (3,643)\n\n  \n (378,045) \n (3,228) \n (567) \n (381,840)\n\nOther comprehensive income (loss): \n    \n    \n    \n   \n\nForeign currency translation adjustments \n 2,307  \n \n-\n  \n \n-\n  \n 2,307 \n\nTotal comprehensive loss \n€(375,738) \n€(3,227) \n€(567) \n€(379,533)\n\n  \n    \n    \n    \n   \n\nWeighted average shares outstanding - basic and diluted: \n    \n    \n    \n   \n\nOrdinary shares - Class A \n 45,142  \n    \n    \n 45,142 \n\nOrdinary shares - Class B \n 2,268,957  \n    \n    \n 2,268,957 \n\nNet loss per share from continuing operations - basic and diluted \n    \n    \n    \n   \n\nOrdinary shares - Class A \n (163.06) \n    \n    \n (164.70)\n\nOrdinary shares - Class B \n (163.06) \n    \n    \n (164.70)\n\nNet loss per share from discontinued operations - basic and\ndiluted \n    \n    \n    \n   \n\nOrdinary shares - Class A \n (0.31) \n    \n    \n (0.31)\n\nOrdinary shares - Class B \n (0.31) \n    \n    \n (0.31)\n\n \n\n(*)Includes the profit and loss activity of Juve Stabia from June 21, 2025 to December 31, 2025\n\n \n\n(**)Includes the profit and loss activity of Juve Stabia from January 1, 2025 through June 20, 2025 (date of acquisition)\n\n \n\n(***)Unaudited pro forma adjustment pertains to amortization of intangibles for the period of January 1, 2025 through June 20, 2025.\n\n \n\nF-32\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Juve\nStabia (continued)*\n\n \n\nThe following unaudited pro forma profit and\nloss of the Company for the year ended December 31, 2024 give effect to the XX Settembre Agreement as if they had occurred on January\n1, 2024\n\n \n\n  \nHistorical\nBrera\nHoldings\n\nPLC  \nHistorical\nJuve Stabia  \nUnaudited Pro\nForma\nAdjustments\n\n(*)  \nUnaudited\nPro Forma\nCombined \n\nRevenue \n€1,193  \n€6,548  \n€\n-\n  \n€7,741 \n\nOperating expense \n    \n    \n    \n   \n\nEquity based expenses and warrants \n 961  \n \n-\n  \n \n-\n  \n 961 \n\nGeneral and administrative expense \n 4,473  \n 11,349  \n 1,210  \n 17,032 \n\nImpairment of non-financial assets \n -  \n \n-\n  \n \n-\n  \n \n-\n \n\nTotal operating expenses \n 5,434  \n 11,349  \n 1,210  \n 17,993 \n\nOperating loss from continuing operations \n (4,241) \n (4,801) \n (1,210) \n (10,252)\n\nOther income (expense): \n    \n    \n    \n   \n\nInterest expense \n (8) \n (130) \n \n-\n  \n (138)\n\nOther income \n 412  \n 791  \n \n-\n  \n 1,203 \n\nTotal other income \n 404  \n 661  \n \n-\n  \n 1,065 \n\n  \n    \n    \n    \n   \n\nLoss before income taxes from continuing operations \n (3,837) \n (4,140) \n (1,210) \n (9,187)\n\nProvision for income taxes \n -  \n 115  \n \n-\n  \n 115 \n\nNet loss from continuing operations \n (3,837) \n (4,255) \n (1,210) \n (9,302)\n\n  \n    \n    \n    \n   \n\nLoss from discontinued operations, net of tax \n (1,212) \n \n-\n  \n \n-\n  \n (1,212)\n\n  \n    \n    \n    \n   \n\nNet loss \n€(5,049) \n€(4,255) \n€(1,210) \n€(10,514)\n\n  \n    \n    \n    \n   \n\nAttributable to the Company \n (4,428) \n (2,111) \n (629) \n (6,834)\n\nAttributable to non-controlling interest \n (621) \n (2,144) \n (581) \n (3,037)\n\n  \n (5,049) \n (4,255) \n (1,210) \n (9,871)\n\nOther comprehensive income (loss): \n    \n    \n    \n   \n\nForeign currency translation adjustments \n (28) \n \n-\n  \n \n-\n  \n (28)\n\nTotal comprehensive loss \n€(5,077) \n€(4,255) \n€(1,210) \n€(9,899)\n\n  \n    \n    \n    \n   \n\nWeighted average shares outstanding - basic and diluted: \n    \n    \n    \n   \n\nOrdinary shares - Class A \n 62,580  \n    \n    \n 62,580 \n\nOrdinary shares - Class B \n 102,751  \n    \n    \n 102,751 \n\n  \n    \n    \n    \n   \n\nNet loss per share from continuing operations - basic and diluted \n    \n    \n    \n   \n\nOrdinary shares - Class A \n (23.21) \n    \n    \n (56.26)\n\nOrdinary shares - Class B \n (23.21) \n    \n    \n (56.26)\n\n  \n    \n    \n    \n   \n\nNet loss per share from discontinued operations - basic and\ndiluted \n    \n    \n    \n   \n\nOrdinary shares - Class A \n (7.33) \n    \n    \n (7.33)\n\nOrdinary shares - Class B \n (7.33) \n    \n    \n (7.33)\n\n \n\n(*)Unaudited pro forma adjustment pertains to amortization of intangibles for the year ended of December 31, 2024\n\n \n\nF-33\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n* *\n\n*Disposal\nof UYBA*\n\n \n\nOur percentage ownership in UYBA was reduced\nfrom approximately 51% to approximately 49% on May 31, 2025 as a result of a capital infusion from minority shareholders. During the\nsix months ended June 30, 2025, we determined that UYBA, being a volleyball team, did not fit within our strategy to develop a group\nof professional football clubs and, as such, we decided to sell UYBA.\n\n \n\nOn June 17, 2025, we entered into a Private Agreement\nwith various parties under which we sold our entire interest to Selene Sas Di Immobiliare, Luna Srl “Selene”. Pursuant to\nthe Private Agreement, among other things, (i) the Advertising Concession Agreement between Brera Milano and UYBA was terminated and\nno longer in effect in exchange for a payment of €175 from the Company to UYBA, (ii) the Company sold to its ownership share of\nUYBA representing approximately 49% of UYBA’s total share capital for €1.00, and (iii) the five directors appointed to UYBA’s\nboard of directors by the Company resigned, all finalized by June 27, 2025.\n\n \n\nIn connection with the sale, the parties executed\na private sale agreement that replaces all prior arrangements among Brera Holdings PLC, Brera Milano S.r.l., and UYBA S.r.l. The agreement\nconfirms that Mr. Pirola’s personal guarantees remain his responsibility after the transfer, and that all parties have mutually\nwaived any existing or potential claims against one another.\n\n \n\nAn assessment under IAS 24.9 was performed to\ndetermine whether Selene is a related party. Ms. Luna Pirola is the daughter of Brera board member Mr. Pirola, owns 99% of Selene. Accordingly,\nSelene qualifies as a related party of the Company. The transaction is deemed to have been conducted on an arm’s length basis based\non the following:\n\n \n\n●The sale price of €1 was consistent with UYBA’s negative equity position and economic substance;\n\n \n\n●No preferential terms, guarantees,\nor side agreements were granted to the buyer;\n\n \n\n●The transaction was approved through\nappropriate governance channels.\n\n \n\n●The transfer occurred as part of\nBrera’s strategic divestment of non-core, loss-making assets.\n\n \n\nPrior to disposal, Brera Holdings PLC settled\nthe €175 payable owed by Brera Milano S.r.l. to UYBA. The settlement was an intercompany transaction within the Brera group, had\nno impact on UYBA’s net assets at the sale date, and was not part of the consideration exchanged with SELENE SAS. In accordance\nwith IFRS 10.B98, as the settlement was unrelated to the disposal, it was excluded from the gain or loss on sale and eliminated in consolidation\nbefore deconsolidation.\n\n \n\nAs a result of the transaction, the Company lost\ncontrol over UYBA, which had previously been consolidated as a subsidiary. Following the sale, the Company no longer holds any equity\ninterest in UYBA and therefore ceased consolidating its financial results as of June 17, 2025.\n\n \n\nF-34\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Disposal of UYBA (continued)*\n\n \n\nAt the date control was lost, UYBA had total\nassets of approximately €4,300 and total liabilities of approximately €4,700, resulting in a net deficit position of approximately\n€365. See below table for details of the net deficit:\n\n \n\n  \n\n**June\n17,**\n\n**2025**\n \n\nASSETS \n  \n\nCurrent assets: \n  \n\nCash \n€268 \n\nTrade and other receivables \n 730 \n\nInventory \n 4 \n\nDeposits and prepayments \n 24 \n\nTotal current assets \n 1,026 \n\nNon-current assets: \n   \n\nProperty and equipment \n 1,004 \n\nRight-of-use assets, net \n 458 \n\nGoodwill \n 471 \n\nIntangible assets \n 1,335 \n\nTotal assets \n€4,294 \n\n  \n   \n\nLIABILITIES AND NET DEFICIT \n   \n\nCurrent liabilities \n   \n\nTrade and other payables \n€1,973 \n\nDeferred revenue \n 16 \n\nLease liabilities \n 33 \n\nLoan payable \n 77 \n\nBank overdraft \n 324 \n\nTotal current liabilities \n 2,423 \n\n  \n   \n\nNon-current liabilities \n   \n\nTrade and other payables \n 1,104 \n\nLease liabilities \n 506 \n\nLoan payable \n 625 \n\nTotal non-current liabilities \n 2,235 \n\nTotal liabilities \n 4,658 \n\nNet deficit \n€(364)\n\n \n\nThe transaction resulted in a loss on disposal\nof €97, calculated as the difference between (i) the consideration received, (ii) the carrying amount of UYBA’s net liabilities\nremoved from the consolidated statement of financial position, and (iii) the carrying amount of the non controlling interest derecognized.\nThis loss has been recognized in discontinued operations section within the condensed consolidated statement of profit or loss for the\nperiod ended January 1, 2025 through June 17, 2025.\n\n \n\nBecause the sale represented the divestment of\na separate major line of business, the results of UYBA have been classified and presented as discontinued operations in accordance with\nIFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Accordingly, the Company’s consolidated statements\nof profit or loss for all prior periods presented have been retrospectively restated to separately present the results of continuing\nand discontinued operations. Comparative information in the notes to the financial statements has also been updated, where applicable,\nto reflect this presentation.\n\n \n\nThe sale of UYBA completed the Company’s\ndivestment from the volleyball operations segment. The Company does not retain any ownership interest, management role, or continuing\ninvolvement in UYBA following the transaction.\n\n \n\nF-35\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Disposal of UYBA (continued)*\n\n \n\nSee the tables below for the summary of assets\nand liabilities of UYBA classified as discontinued operations as of and for the periods presented\n\n \n\n  \n\n**December\n31,**\n\n**2024**\n \n\nASSETS \n  \n\nCurrent assets: \n  \n\nCash \n€10 \n\nAccounts receivable and other receivables, net \n 690 \n\nInventory \n 4 \n\nDeposits and prepayments \n 29 \n\nTotal current assets of discontinued\noperations \n 733 \n\nNon-current assets: \n   \n\nProperty and equipment \n 1,327 \n\nRight-of-use assets, net \n 508 \n\nGoodwill \n 167 \n\nIntangible assets \n 1,783 \n\nTotal assets of discontinued\noperations \n€4,518 \n\n  \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY \n   \n\nCurrent liabilities \n   \n\nTrade and other payables \n€1,974 \n\nDeferred revenue \n 229 \n\nLease liabilities \n 68 \n\nLoan payable \n 75 \n\nBank overdraft \n 339 \n\nTotal current liabilities of\ndiscontinued operations \n 2,685 \n\n  \n   \n\nNon-current liabilities \n   \n\nTrade and other payables \n 1,195 \n\nLease liabilities \n 497 \n\nLoan payable \n 138 \n\nTotal non-current liabilities\nof discontinued operations \n 1,830 \n\nTotal liabilities of discontinued\noperations \n€4,515 \n\n \n\nF-36\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Disposal of UYBA (continued)*\n\n \n\nSee the tables below for the summary of statement\nof operations of UYBA classified as discontinued operations as of and for the periods presented\n\n \n\n  \n\n**December\n31,**\n\n**2025 **\n  \n\n**December\n31,**\n\n**2024**\n  \n\n**December\n31,**\n\n**2023**\n \n\nRevenue \n€972  \n€1,693  \n€837 \n\nOperating expenses \n    \n    \n   \n\nEquity-based expenses and warrants \n \n-\n  \n \n-\n  \n \n-\n \n\nGeneral and administrative expenses \n 1,599  \n 3,008  \n 2,460 \n\nImpairment of non-financial assets \n \n-\n  \n \n-\n  \n \n-\n \n\nTotal operating expenses \n 1,599  \n 3,008  \n 2,460 \n\n  \n    \n    \n   \n\nOther income (expense): \n    \n    \n   \n\nInterest income (expense) \n (22) \n (65) \n (51)\n\nOther income \n 35  \n 127  \n (17)\n\nNet gain/loss on disposal of subsidiary \n (97) \n \n-\n  \n \n-\n \n\nTotal other  expenses, net \n (84) \n 62  \n (68)\n\n  \n    \n    \n   \n\nLoss before income taxes \n (711) \n (1,253) \n (1,691)\n\nProvision for income taxes \n \n-\n  \n (41) \n (41)\n\nNet loss \n (711) \n (1,212) \n (1,732)\n\n  \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nNet cash provided by (used in) operating activities\nfrom discontinued operations \n€(701) \n€9  \n€(389)\n\nNet cash provided by (used in) investing activities from discontinued\noperations \n€(33) \n€(208) \n€(989)\n\nNet cash provided by (used in) financing activities from discontinued\noperations \n€488  \n€(137) \n€- \n\n \n\n**NOTE 4 – REVENUES, DEFERRED REVENUES\nAND SEGMENTS**\n\n* *\n\n*Revenues*\n\n \n\nFor the year ended December 31, 2025 the Company\nreceived revenue from digital assets treasury strategies launched in the fourth quarter of 2025 through our treasury strategy and from\nits sports business. The Company generated revenues from its digital assets treasury strategies primarily in the form of SOL staking\nrewards, while sports portfolio included revenues from advertising and sponsorships, ticketing revenues and player transfer fees, and\nother minor activities.\n\n \n\nFor the year ended December 31, 2024 and 2023,\nthe Company generated revenues only from its sports business, including advertising and sponsorships revenues, ticket sales, player transfer\nfees, and training fees.\n\n \n\n*Disaggregation of revenue*\n\n \n\nThe following table shows the disaggregation\nof revenue for the periods presented:\n\n \n\n  \n2025  \n2024  \n2023 \n\nDigital asset treasury \n€1,535  \n€\n-\n  \n€\n-\n \n\nLegacy Sport Portfolio \n 2,949  \n 1,193  \n 311 \n\nTotal \n€4,484  \n€1,193  \n€311 \n\n \n\nFor the year ended December 31, 2025, two customers individually accounted\nfor approximately 25% and 21% of the Company’s total revenues, respectively. Revenues attributable to these customers were recognized\nwithin the Digital Assets Treasury and Legacy Sports Portfolios, respectively. No customer accounted for 10% or more of the Company’s\ntotal revenues during the years ended December 31, 2024 and 2023.\n\n \n\nF-37\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Deferred\nrevenue (continued)*\n\n \n\nDeferred revenue, also known as unearned revenue,\nrepresents amounts received or invoiced in advance of delivering goods or rendering services. These amounts are recognized as revenue\nwhen the performance obligations under the contracts are fulfilled.\n\n \n\nThe following is a summary of deferred revenue\nrecorded by the subsidiaries:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nJuve Stabia \n€1,291  \n€\n-\n \n\nBrera Milano \n \n-\n  \n 48 \n\nFKAP \n 18  \n 15 \n\nTotal \n€1,309  \n€63 \n\n \n\n*Segments*\n\n \n\nThe Company’s Chief Operating Decision\nMaker (“CODM”), identified as the Chief Executive Officer, regularly reviews financial and operational information by business\nline to assess performance and allocate resources. Based on the current internal reporting structure and in accordance with IFRS 8, the\nCompany monitors its results across two operating segments consisting of Digital Asset Treasury and Legacy Sport Portfolio.\n\n \n\n●Digital Asset Treasury: The\nTreasury segment manages the Company’s digital asset holdings and treasury strategy,\nwith activities primarily consisting of staking rewards from digital assets.\n\n \n\n●Legacy Sport Portfolio: The\nSport Portfolio segment includes the Company’s multi-club ownership strategy and related\noperations. Activities include ownership and management of sports clubs and generation of\nrevenues from competition prizes, sponsorships, player transfers, and sports-related advisory\nand consulting services.\n\n \n\nThe CODM evaluates the performance of operating\nsegments based on segment operating income (loss), which reflects revenues less directly attributable operating expenses. Segment operating\nincome (loss) excludes income taxes, finance income and expense, and other non-operating items, as these are not allocated to the segments\nand are managed at the corporate level. The CODM reviews segment results on a periodic basis, including comparisons of current period\nperformance to prior periods. The CODM reviews assets and liabilities on a consolidated basis and does not evaluate segment assets or\nsegment liabilities for purposes of assessing segment performance or allocating resources. Accordingly, segment asset and liability information\nis not presented. Depreciation and amortization expense and impairment charges related to segment-specific assets are provided to the\nCODM to the extent such amounts are included in segment operating income or loss.\n\n \n\nWe provide the CODM depreciation and amortization\nexpense and impairment charges that are generated from operating segment-specific assets, as these are included in segment operating\nincome (loss).\n\n \n\nAccounting policies associated with our operating\nsegments are the same as those previously described in Note 2, including transactions between segments. Transactions between segments\nare reported as if each were a stand-alone business and are not eliminated in consolidations.\n\n \n\nF-38\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Segments (continued)*\n\n \n\nThe below table reconciles segment income (loss)\nto consolidated income (loss) before income taxes for the periods presented:\n\n \n\n  \n2025  \n2024  \n2023 \n\n** **** **\n**Digital Assets Treasury**** **** **\n**Legacy Sport Portfolio**** **** **\n**Consolidated**** **** **\n**Digital Assets Treasury**** **** **\n**Legacy Sport Portfolio**** **** **\n**Consolidated**** **** **\n**Digital Assets Treasury**** **** **\n**Legacy Sport Portfolio**** **** **\n**Consolidated**** **\n\nRevenues \n€1,535  \n€2,949  \n€4,484  \n€\n   -\n  \n€1,193  \n€1,193  \n€\n    -\n  \n€311  \n€311 \n\nShare based compensation \n 266,967  \n 2,158  \n 269,125  \n \n-\n  \n 961  \n 961  \n \n-\n  \n 388  \n 388 \n\nGeneral and administrative expenses \n 19,939  \n 17,932  \n 37,871  \n \n-\n  \n 4,473  \n 4,473  \n \n-\n  \n 3,670  \n 3,670 \n\nImpairment of non-financial assets \n 66,052  \n 15,947  \n 81,999  \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n \n\nOperating income (loss) \n (351,422) \n (33,088) \n (384,510) \n \n-\n  \n (4,241) \n (4,241) \n \n-\n  \n (3,747) \n (3,747)\n\nInterest income (expense) \n \n-\n  \n (229) \n (229) \n \n-\n  \n (8) \n (8) \n \n-\n  \n 47  \n 47 \n\nOther income (expense) \n (938) \n 7,235  \n 6,297  \n \n-\n  \n 412  \n 412  \n \n-\n  \n 521  \n 521 \n\nIncome (loss) before income taxes \n€(352,360) \n€(26,082) \n€(378,442) \n€\n-\n  \n€(3,837) \n€(3,837) \n€\n-\n  \n€(3,179) \n€(3,179)\n\n \n\n*Segments (continued)*\n\n \n\nRevenues by geographical location are as follows:\n\n \n\n  \n2025  \n2024  \n2023 \n\nEurope \n€2,949  \n€1,193  \n€311 \n\nOther \n 1,535  \n \n-\n  \n \n-\n \n\nTotal \n€4,484  \n€1,193  \n€311 \n\n \n\nRevenue generated from the Legacy Sport Portfolio\nis primarily derived from operations within Europe, reflecting the geographic concentration of that segment. Revenue generated from other\nlocations primarily pertain to digital asset staking revenue which is inherently global in nature. This revenue is generated on a global\nbasis and is not attributable to any specific geographic region.\n\n \n\n**NOTE 5 – EQUITY BASED COMPENSATION**\n\n \n\nEquity-based compensation consists of the following\ncategories:\n\n \n\n  \n2025  \n2024  \n2023 \n\nEquity based compensation for strategic advisors \n€261,389  \n€\n-\n  \n€\n-\n \n\nEquity based compensation for other parties \n 3,228  \n    \n   \n\nRestricted stock units, share options and restricted stock awards \n 4,508  \n 961  \n 190 \n\nWarrant expenses \n \n-\n  \n \n-\n  \n 198 \n\nTotal \n€272,353  \n€961  \n€388 \n\n \n\n*Equity-based compensation for strategic advisor*\n\n \n\nFor the year ended December 31, 2025, the Company\naccounted for warrants granted to non-employee strategic advisors in respect of Class B ordinary shares, including pre-funded warrants\nand common warrants, as equity-settled share-based payment arrangements under IFRS 2. The awards were granted in exchange for advisory\nservices and were measured at the fair value of the services received, or if that fair value was not reliably measurable, by reference\nto the grant-date fair value of the equity instruments granted. The resulting compensation cost is recognized in profit or loss over the\nrelevant service period based on the expected vesting of the awards; market-based vesting conditions are reflected in the grant-date fair\nvalue, while expense for awards subject solely to service conditions is adjusted for actual and expected forfeitures, as applicable. Refer\nto Note 14, Share-based compensation, and Note 16, Related Parties Transactions, for more information on these expenses.\n\n \n\nThe Company recognized share-based payment expenses\nof €4,508, €961 and €190 during the years ended December 31, 2025, 2024 and 2023, respectively, in relation to Restricted\nStock Units, Share Options and Restricted Stock Awards granted to the Company’s employees and directors. The expense was measured\nat grant-date fair value and recognized over the vesting period in accordance with IFRS 2. Refer to Note 14 for more details.\n\n \n\nF-39\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 6 – GENERAL AND ADMINISTRATIVE\nEXPENSES**\n\n \n\nGeneral and administrative expenses include the\nfollowing categories:\n\n \n\n  \n2025  \n2024  \n2023 \n\nAccounting, tax, and audit fees \n€645  \n€159  \n€151 \n\nLegal fees \n 3,823  \n 883  \n 858 \n\nConsulting and advisory fees \n 3,357  \n 1,253  \n 866 \n\nDirectors’ fees \n 423  \n 223  \n 194 \n\nCompensation and benefits \n 6,805  \n 529  \n 336 \n\nPlayer management expenses \n 1,403  \n \n-\n  \n \n-\n \n\nTravel and entertainment \n 637  \n 341  \n 350 \n\nInsurance and medical benefit expenses \n 538  \n 117  \n 71 \n\nAdvertising and marketing expenses \n 463  \n 411  \n 310 \n\nProvision for bad debts and other financial asset impairment \n 15,966  \n 6  \n 82 \n\nTicket and store expenses \n 359  \n 12  \n \n-\n \n\nOffice and supplies and administrative expenses \n 693  \n 185  \n 209 \n\nDepreciation and amortization expense \n 1,141  \n 85  \n 55 \n\nUtilities and rent \n 406  \n 173  \n 66 \n\nMiscellaneous \n 1,212  \n 96  \n 122 \n\nTotal \n€37,871  \n€4,473  \n€3,670 \n\n \n\n**NOTE 7 – IMPAIRMENT FOR NON-FINANCIAL\nASSETS**\n\n \n\nThe Company assesses an impairment of non-financial\nassets in accordance with IAS 36. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually and whenever\nindicators of impairment exist. Property and equipment, right-of-use assets and finite-lived intangible assets are tested for impairment\nwhen events or changes in circumstances indicate that the carrying amount may not be recoverable. Digital assets are assessed in accordance\nwith the Company’s digital asset accounting policy.\n\n \n\nFor purposes of impairment testing, assets are\ntested individually or, where the asset does not generate cash inflows that are largely independent of other assets, at the cash-generating\nunit (“CGU”) level. The recoverable amount is the higher of fair value less costs of disposal and value in use. An impairment\nloss is recognized when the carrying amount of an asset or CGU exceeds its recoverable amount.\n\n \n\nDuring the year ended December 31, 2025, the\nCompany recognized impairment losses related to the following asset categories:\n\n \n\n  \nDecember 31, \n\n  \n2025 \n\nDigital Assets \n€66,052 \n\nIntangible Assets and Goodwill \n 15,912 \n\nProperty and Equipment \n 35 \n\nTotal \n€81,999 \n\n \n\nDuring the year ended December 31, 2025, the\nCompany performed impairment assessments of the FKAP cash-generating unit (“FKAP CGU”) and the S.S. Juve Stabia cash-generating\nunit (“JS CGU”) in accordance with IAS 36. The FKAP CGU and JS CGU are administrative entities within the Legacy Sports Portfolio\nsegment, as described in Note 4.\n\n \n\nF-40\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\nManagement identified impairment indicators for\nthe FKAP CGU, including declining revenues and cash flows and the decision to dissolve FKAP in 2026. Management also identified impairment\nindicators for the JS CGU, including governance and regulatory issues affecting operations and cash flows, the withdrawal of minority\nshareholder support, a regulatory-driven change to full ownership by the Company, increased financial risk concentration and the inherent\nvolatility of performance-driven football operations. As a result of these assessments, the Company recognized impairment losses of €855\nand €15,092 for the FKAP CGU and JS CGU, respectively, in the consolidated statement of profit or loss for the year ended December\n31, 2025.\n\n \n\nAs of December 31, 2025, the classes of assets\nwithin the FKAP CGU subject to impairment included goodwill, identifiable intangible assets, property and equipment and other CGU assets.\nThe recoverable amount of the FKAP CGU was determined to be nil, representing its value in use, which was measured using a discounted\ncash flow model. The impairment loss was allocated first to fully write off goodwill of €75, with the remaining €780 allocated\nto identifiable intangible assets of €745 and property and equipment of €35. No impairment was recognized on other CGU assets,\nas their carrying amounts approximated their recoverable amounts. As of December 31, 2025, the carrying amount of goodwill and identifiable\nintangible assets allocated to the FKAP CGU was fully impaired.\n\n \n\nAs of December 31, 2025, the classes of assets\nwithin the JS CGU subject to impairment included goodwill and identifiable intangible assets. The recoverable amount of the JS CGU was\ndetermined to be €225, representing its value in use, which was measured using a discounted cash flow model. The impairment loss\nwas allocated first to fully write off goodwill of €9,999, with the remaining €5,093 allocated to identifiable intangible assets.\nAs of December 31, 2025, the carrying amount of goodwill and identifiable intangible assets allocated to the JS CGU amounted to €18,929,\nof which €15,092 was impaired.\n\n \n\nDuring 2025, management also assessed UYBA for\nimpairment indicators under IAS 36. Prior to the May 2025 approval of the plan to dispose of UYBA, management considered UYBA’s\nhistorical losses and cash flow performance and concluded that such losses were consistent with the then-approved operating strategy\nand forecasts. No plan had been approved to discontinue or dispose of UYBA before its previously expected use. Accordingly, management\ndid not identify a new impairment indicator requiring a separate quantitative impairment test for UYBA at prior reporting dates.\n\n \n\nIn May 2025, the Board approved a plan to dispose\nof UYBA, which represented a significant change in the expected manner of recovery of the related assets and therefore an impairment\nindicator under IAS 36. Immediately before classification as held for sale, management considered whether any impairment was required\nunder IAS 36. Upon meeting the IFRS 5 held-for-sale criteria, the UYBA disposal group was measured at the lower of its carrying amount\nand fair value less costs to sell.\n\n \n\nThe sale of UYBA was completed on June 17, 2025\nfor nominal consideration of €1. Given the short period between the Board’s approval of the disposal plan and completion of\nthe sale, UYBA’s negative net asset position at disposal of approximately €143 thousand, and the nominal sale price, management\nconcluded that any required remeasurement related to the disposal group was reflected in the losses recognized through the date of disposal\nand the gain or loss on deconsolidation. Accordingly, no separate impairment loss was recognized for UYBA during the year ended December\n31, 2025.\n\n \n\nF-41\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 8 – BASIC AND DILUTED LOSS PER\nSHARE**\n\n \n\nThe Company computes net loss per share of Class\nA Ordinary Shares and Class B Ordinary Shares using the two class method. Basic net loss per share is computed using the weighted average\nnumber of ordinary shares outstanding during the period. Diluted net loss per share is calculated by adjusting the weighted average number\nof ordinary shares outstanding during the year to assume conversion of all potentially dilutive securities to ordinary shares. Because\nthe Company has reported a net loss for each of the years ended December 31, 2025, 2024 and 2023, diluted net loss per ordinary share\nis the same as basic net loss per common share for such periods as the inclusion of any dilutive ordinary shares during these periods\nwould result in the net loss per ordinary share calculation to be anti dilutive.\n\n \n\nThe following table sets forth the computation\nof basic and diluted net loss per share for the years ended December 31, 2025, 2024 and 2023, which includes both Class A Ordinary Shares\nand Class B Ordinary Shares:\n\n \n\n  \n2025  \n2024  \n2023 \n\n  \nClass A Ordinary Shares  \nClass B Ordinary Shares  \nClass A Ordinary Shares  \nClass B Ordinary Shares  \nClass A Ordinary Shares  \nClass B Ordinary Shares \n\nNumerator: \n   \n   \n   \n   \n   \n  \n\nNet loss from continuing operations \n (377,334) \n (377,334) \n (3,837) \n (3,837) \n (3,179) \n (3,179)\n\nNet loss from discontinued operations \n (711) \n (711) \n (1,212) \n (1,212) \n (1,732) \n (1,732)\n\nAllocation of net loss from continuing operations between\nClass A and Class B Ordinary Shares \n (7,361) \n (369,973) \n (1,452) \n (2,385) \n (764) \n (3,674)\n\nAllocation of net loss from discontinued operations between\nClass A and Class B Ordinary Shares \n (14) \n (697) \n (459) \n (753) \n (764) \n (3,674)\n\nDenominator: \n    \n    \n    \n    \n    \n   \n\nWeighted average shares \n 45,142  \n 2,268,957  \n 62,580  \n 102,751  \n 77,000  \n 44,101 \n\nBasic and diluted net loss per share from continuing operations \n (163.06) \n (163.06) \n (23.21) \n (23.21) \n (26.26) \n (26.26)\n\nBasic and diluted net loss per share from discontinued\noperations \n (0.31) \n (0.31) \n (7.33) \n (7.33) \n (14.30) \n (14.30)\n\n \n\n \n\nF-42\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 9 – DIGITAL ASSETS**\n\n \n\nDuring 2025, the Company began executing its\nSolana-based digital asset treasury and infrastructure strategy. The Company’s digital assets consist of SOL, the native cryptocurrency\nof the Solana blockchain. The Company’s digital assets may be acquired through purchases, received as consideration in financing\ntransactions or other arrangements, and generated through staking activities.\n\n \n\nThe Company holds digital assets through digital\nwallets and custody arrangements, including arrangements with third-party service providers. Certain digital assets may be subject to\nstaking, transfer or other restrictions that limit the Company’s ability to sell, transfer or otherwise access the assets during\nthe applicable restriction period. For Locked SOL received in the PIPE transaction, the restrictions are associated with the specific\nwallet addresses and custody arrangements through which the assets are held, and the Company’s assessment considers whether the\nassets were restricted at the date the Company obtained control of the assets. The Company’s digital assets are subject to risks\nassociated with digital asset markets, including price volatility, cybersecurity risk, custody risk, validator risk, regulatory risk,\nliquidity risk, counterparty risk and the risk of loss or limited access due to operational or technological failures.\n\n \n\nThe following table presents the Company’s\ndigital asset holdings as of December 31, 2025. The Company did not hold any digital assets as of December 31, 2024:\n\n \n\n** **** **\n**Quantity**** **** **\n**Cost\nBasis**** **** **\n**Carrying\nValue**** **\n\nSOL \n 787  \n 133,619  \n 83,377 \n\nSOL, restricted \n 153  \n 27,278  \n 11,469 \n\nTotal digital assets \n 940  \n 160,897  \n 94,846 \n\n* *\n\nRestricted SOL represents SOL that is subject\nto vesting, transfer or other contractual restrictions. The Company does not have the ability to freely transfer, sell or unstake restricted\nSOL until the applicable vesting or unlock conditions have been satisfied. The Company considered the nature and duration of such restrictions,\nthe expected vesting period, the liquidity of SOL, market volatility and other relevant market participant assumptions in determining\nthe carrying value of Restricted SOL. Where applicable, management considered whether a discount for lack of marketability or other valuation\nadjustment was required.\n\n \n\nThe Company may stake unrestricted SOL through\nvalidators, including third-party validators and related-party validators, where applicable. Staked unrestricted SOL remains recognized\nas a digital asset of the Company when the Company retains beneficial ownership and the economic rights to the staked SOL and related\nstaking rewards. Staking arrangements may be subject to lock-up, protocol, validator or custody restrictions, which may limit the Company’s\nability to access or transfer the related SOL during the applicable period. Staking rewards are recognized in accordance with the Company’s\nrevenue recognition and digital asset accounting policies.\n\n \n\nThe following table presents a reconciliation\nof the carrying value of the Company’s digital assets for the year ended December 31, 2025:\n\n \n\n  \n2025 \n\nSOL as of December 31, 2024 \n€\n\n-\n \n\nIn-kind SOL received from contributions \n 31,762 \n\nPurchases of SOL \n 127,660 \n\nStaking rewards \n 1,535 \n\nImpairment of SOL \n (66,052)\n\nForex translation adjustment \n (59)\n\nSOL carrying value as of December 31,\n2025 \n€94,846 \n\n* *\n\nF-43\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n* *\n\n*Solana\nFoundation Arrangement*\n\n \n\nAs of December 31, 2025, the Company had a prepayment\nfor digital assets of €28,680, representing amounts paid for digital assets that had not yet been delivered to the Company as of\nthe reporting date. These amounts were recorded as prepaid assets because the Company had not obtained control of the underlying digital\nassets as of December 31, 2025. Upon delivery of the digital assets, the Company will reclassify the balance from prepaid assets to digital\nassets, or another appropriate asset classification, based on the nature and intended use of the assets. The Company assessed the prepayment\nfor digital assets for impairment in accordance with the Company’s impairment policy and recognized an impairment provision of EUR14,426\nas of December 31, 2025.\n\n \n\nThe Company entered into an arrangement with\nthe Solana Foundation pursuant to which the Company acquired SOL at a 15% discount to a market-based reference price. In October of 2026,\nthe lock-up period restrictions will be removed. Subsequently in January 2026, the Company received the delivery of the SOL digital assets\nand recorded them in accordance with the existing accounting policy for digital assets.\n\n \n\nThe Company considers the Solana Foundation to\nbe a related party due to certain contractual arrangements, including participation rights and the right to appoint members to the Board\nof Directors.\n\n \n\n**Note 10 - INTANGIBLE ASSETS**\n\n \n\nDigital assets are presented separately in Note\n9 – Digital Assets and are not included in the intangible assets balances below. Intangible assets for the years ended December\n31, 2025 and 2024 are composed of the following:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nCustomer relationships \n€1,500  \n€\n-\n \n\nBroadcasting rights/sports titles/stadium lease \n 2,675  \n 75 \n\nBrand \n 9,640  \n 710 \n\nPlayer contracts \n 5,155  \n 130 \n\nOther \n \n-\n  \n \n-\n \n\nSubtotal \n 18,970  \n 915 \n\nLess accumulated amortization \n (1,301) \n (134)\n\nNet \n 17,669  \n 781 \n\nGoodwill \n 10,074  \n 75 \n\nImpairment of intangibles \n (15,912) \n \n-\n \n\nTotal \n€11,831  \n€856 \n\n \n\nThe total amortization expense of intangible\nassets for the years ended December 31, 2025, 2024 and 2023 were €1,171, €80, and €84 respectively.\n\n \n\nThe cost of and amortization methods and periods\nused by the Company for customer relationships, broadcasting rights and other intangible assets are disclosed in Note 2 under Intangible\nAssets.\n\n \n\nThe asset’s useful lives are reviewed,\nand adjusted if appropriate, at the end of each reporting period.\n\n \n\nF-44\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 11 – FINANCIAL ASSETS AND LIABILITIES**\n\n \n\nThe following table sets out the financial assets\nas at the end of the reporting period:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nFinancial assets \n   \n  \n\nCash \n€16,199  \n€1,522 \n\nAccounts receivable and other receivables,\nnet \n 4,117  \n 352 \n\nReceivable for private company shares \n 7,641  \n \n-\n \n\nLoans receivable*\n\n \n 94  \n 311 \n\nTotal \n€28,051  \n€1,875 \n\n \n\n*\nLoans receivable for the years ended December 31, 2025 and 2024 is\npresented in the statement of financial position under prepayments and other current assets.\n\n \n\nAny loss allowance for accounts receivables has\nbeen measured at an amount equal to the lifetime ECL. The ECL on accounts receivables are estimated using a provision matrix by reference\nto past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that\nare specific to the debtors, and where relevant general economic conditions of the industry in which the debtors operate. At the end\nof our reporting period, management considers the ECL for trade and other receivables is insignificant.\n\n \n\n \n\n \n\n**Financial\nAsset at Amortized Cost**\n \n12-Month or Lifetime ECL \n\n**Gross**\n\n**Carrying**\n\n**Amount**\n\n**EUR**\n  \n\n \n\n**Loss**\n\n**Allowance**\n\n**EUR**\n  \n\n \n\n**Net\ncarrying**\n\n**Amount**\n\n**EUR**\n \n\n2025 \n  \n   \n   \n  \n\nAccounts receivables \nLifetime ECL - Not credit-impaired \n 5,700  \n 1,583  \n 4,117 \n\nOther receivables \n12-month ECL \n \n-\n  \n \n-\n  \n \n-\n \n\n  \n  \n 5,700  \n 1,583  \n 4,117 \n\n2024 \n  \n    \n    \n   \n\nAccounts receivables \nLifetime ECL - Not credit impaired \n 359  \n 9  \n 352 \n\nOther receivables \n12-month ECL \n \n-\n  \n \n-\n  \n \n-\n \n\n  \n  \n 359  \n 9  \n 352 \n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nFinancial assets \n   \n  \n\nOpening ECL Allowance \n 9  \n \n-\n \n\nIncrease in lifetime ECL - charged to profit or loss \n 1,608  \n 9 \n\nWrite-offs during the year (against ECL) \n (33) \n \n-\n \n\nTotal ECL Allowance \n 1,584  \n 9 \n\n \n\nDuring 2025, the total credit losses recognized in profit or loss amounted\nto €1,608 which includes €1,527 for write-offs against accounts receivables and €81 for write-offs against loans to related\nparties.\n\n \n\nF-45\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\nThe following table sets out the financial liabilities\nat the end of the reporting period:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nAccounts payable and long term payables \n€16,409  \n€1,466 \n\nAccruals and other current liabilities \n 1,399  \n 6 \n\nOther long-term liabilities \n 842  \n 250 \n\n  \n€18,650  \n€1,722 \n\n \n\nAccounts payable and long term payables mainly\nrepresent amounts due to vendors, including independent third party and related parties, who delivered the consultancy services.\n\n \n\nAccruals and other current liabilities represent\naccrued expenses, VAT and other taxes payable. Included in the other liabilities is the derivative liability recorded by the Company\nin relation to its contractual obligation to purchase SOL tokens. The derivative liability as of December 31, 2025 amounted to €230.\n\n \n\nOther long-term liabilities amounted to €842\nand €250 as of December 31, 2025 and 2024, respectively. As of December 31, 2025, other long-term liabilities consisted of €731\nof tax liabilities, €106 of contingent consideration and €5 of warrant liabilities. As of December 31, 2024, other long-term\nliabilities consisted of €120 of contingent consideration, €51 of warrant liabilities and €79 of loan payables.\n\n \n\n*Legal Matters and Contingencies*\n\n** **\n\nThe Company is subject to legal proceedings,\nclaims and regulatory matters that arise in the ordinary course of business. The Company recognizes a provision when it has a present\nlegal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle\nthe obligation, and the amount of the obligation can be reliably estimated. Provisions are measured at management’s best estimate\nof the expenditure required to settle the obligation at the reporting date. Where the effect of the time value of money is material,\nprovisions are discounted to present value.\n\n \n\nIn connection with the Company’s disposal\nof UYBA in June 2025, the parties entered into a private sale agreement that replaced prior arrangements among Brera Holdings PLC, Brera\nMilano S.r.l. and UYBA S.r.l. The agreement provided that certain personal guarantees remained the responsibility of the relevant guarantor\nafter the transfer and that the parties mutually waived existing or potential claims against one another. No separate legal contingency\nhas been recognized in connection with the UYBA disposal.\n\n \n\nAs of December 31, 2025, the Company recognized\nprovisions totaling €842 in relation to legal claims and contingencies associated with its subsidiary, Juve Stabia. The amount is\nrecorded within current and non accounts payable in the consolidated statement of financial position.\n\n \n\nThe provisions primarily relate to:\n\n \n\n●disputes with sports agents and player-related counterparties;\n\n \n\n●employment-related claims, including unpaid wages and termination\ndisputes;\n\n \n\n●commercial disputes with service providers and consultants;\nand\n\n \n\n●other minor legal matters.\n\n \n\nThe provisions reflect management’s best\nestimate of the expenditure required to settle present obligations arising from past events, based on information available at the reporting\ndate and consultation with external legal counsel.\n\n \n\nIn addition, the Company is involved in other\nlegal and contractual matters of a similar nature to those described above for which no provision has been recognized as of December 31,\n2025 because management has concluded that an outflow of economic resources is not probable. While the potential exposure associated with\nthese matters has been estimated at approximately €0.9 million, the ultimate outcome remains uncertain and no liability has been\nrecorded in the consolidated financial statements.\n\n \n\nLastly, Juve Stabia has been subject to judicial\nsupervision by the Italian authorities in connection with investigations concerning alleged associations involving certain third parties.\nManagement has been cooperating with the relevant authorities as they were completing their investigation. As of the reporting date, no\nloss contingency has been recorded because management does not believe a probable and estimable obligation exists.\n\n \n\nF-46\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\nSubsequent to year-end, the Company disposed of\nits entire equity interest in S.S. Juve Stabia S.r.l., including its debt, tax and other obligations. As part of the transaction, management\nbelieves the Company’s exposure to future obligations relating to these matters has been substantially reduced. The disposal has\nbeen treated as a non-adjusting subsequent event (See Note 18, Subsequent Events, for more details).\n\n \n\nExcept as disclosed above, the Company is not\ncurrently a defendant to any material legal proceedings, investigations or claims, and management is not aware of any other material\ncommitments or contingent liabilities that require recognition or disclosure under IAS 37.\n\n \n\n**NOTE 12 – INCOME TAXES**\n\n \n\nThe provision for income taxes differs from the\namount that would have resulted in applying the combined federal statutory tax rate as follows:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nNet loss before taxes for the period \n 379,154  \n 5,090  \n 4,871 \n\nPermanent differences \n 361,361  \n 1,679  \n \n-\n \n\nExpected income tax recovery at statutory income tax rates \n 5,003  \n 509  \n (7)\n\nDifference in tax rates, foreign exchange, and other \n \n-\n  \n \n-\n  \n \n-\n \n\nChange in deferred tax assets not recognized \n \n-\n  \n (509) \n 7 \n\nIncome tax recovery \n 5,003  \n \n-\n  \n \n-\n \n\n \n\n**Statutory income tax rate** \n% \n\nItaly \n 24.0%\n\nMacedonia \n 10.0%\n\nIreland \n 12.5%\n\n \n\nTemporary differences that give rise to the following\ndeferred tax assets and liabilities at are:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nDeferred tax assets/(liabilities) \n 5,003  \n 509 \n\nNet operating loss carryforwards \n 17,792  \n 3,411 \n\nDeferred tax assets not recognized \n (5,003) \n (3,920)\n\nDeferred tax on amortization of intangible assets \n (2,413) \n \n-\n \n\nNet deferred tax asset/(liabilities) \n (2,413) \n \n-\n \n\n \n\nAs of December 31, 2025 and 2024, the Company has approximately $17,439\nand $3,411 of non-capital losses that may be used to offset future taxable income. These losses may be carried forward on an indefinite\nbasis and do not expire - with the exception of €136 that expire over 3 years. The Company has not recognized the deferred tax assets\ndue to the uncertainty around utilizing all of the losses carry-forwards.\n\n \n\nF-47\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n* *\n\n*Income Taxes*\n\n \n\n*Ireland*\n\n \n\nBrera Holdings PLC is a holding company registered\nin Ireland. The Company was incorporated in Ireland on June 30, 2022, no provision for income taxes in Ireland has been made as Brera\nHoldings PLC did not generate any Ireland taxable income for the years ended December 31, 2025, 2024 or 2023. The corporate tax rate\nfor trading income in Ireland is 12.50% for the years ended December 31, 2025, 2024 and 2023.\n\n \n\n*Italy*\n\n \n\nThe Company conducts a majority of its business\nin Italy and is subject to tax in this jurisdiction. During the years ended December 31, 2025, 2024 and 2023, all taxable income (loss)\nof the Company is generated in Italy. As a result of its business activities, the Company files tax returns that are subject to examination\nby the Italian Revenue Agency.\n\n \n\nItalian companies are subject to two enacted\nincome taxes at the following rates:\n\n \n\n  \n2025  \n2024  \n2023 \n\nIRES (state tax) \n 24.00% \n 24.00% \n 24.00%\n\nIRAP (regional tax) \n 3.90% \n 3.90% \n 3.90%\n\n \n\nIRES is a state tax and is calculated on the\ntaxable income determined on the income before taxes modified to reflect all temporary and permanent differences regulated by the tax\nlaw.\n\n \n\nIRAP is a regional tax and each Italian region\nhas the power to increase the current rate of 3.90% by a maximum of 0.92%. In general, the taxable base of IRAP is a form of gross profit\ndetermined as the difference between gross revenues (excluding interest and dividend income) and direct production costs (excluding interest\nexpense and other financial costs).\n\n \n\nFor the years ended December 31, 2025, 2024 and\n2023, the Company’s income tax expenses are as follows:\n\n \n\n  \n2025  \n2024  \n2023 \n\nCurrent tax expenses \n 500  \n (41) \n 41 \n\n \n\nA reconciliation of income taxes at statutory\nrates with the reported taxes is as follows:\n\n \n\n  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nCurrent tax expense \n   \n   \n  \n\n(Loss) profit before tax for the year \n 379,154  \n 5,049  \n 4,911 \n\nExpected income tax expense \n 500  \n \n-\n  \n \n-\n \n\nCurrent tax expense \n 500  \n \n-\n  \n \n-\n \n\nDeferred tax expense \n    \n    \n   \n\nOrigination and reversal of temporary differences \n (1,607) \n \n-\n  \n \n-\n \n\nRecognition of previously unrecognized tax losses \n (2) \n \n-\n  \n \n-\n \n\nDeferred tax expense (benefit) \n (1,609) \n \n-\n  \n \n-\n \n\nTotal income tax benefit \n (1,109) \n \n-\n  \n \n-\n \n\n \n\n*North Macedonia*\n\n \n\nNorth Macedonian companies are subject to corporate\ntax on their worldwide income. North Macedonian companies are companies incorporated in North Macedonia. Foreign companies are taxed\nin North Macedonia on their profits generated from activities conducted through a permanent establishment in the country and on income\nfrom North Macedonian sources. The corporate tax rate for trading income in North Macedonian is 10% for the years ended December 31,\n2025, 2024 and 2023.\n\n \n\nF-48\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 13 – SHARE CAPITAL AND OTHER RESERVES**\n\n \n\n**SHARES ISSUED**\n\n \n\nThe authorized share capital of the Company consists\nof 1,053,000,000 shares, consisting of (i) 1,003,000,000 shares of ordinary shares, with a nominal value of US$0.50 per share, of which\n500,000 shares are designated Class A Ordinary Shares, nominal value US$0.50 per share, and 1,002,500,000 shares are designated Class\nB Ordinary Shares, nominal value US$0.50 per share, and (ii) 50,000,000 shares of preferred shares, with a nominal value of US$0.005 per\nshare and (iii) one ordinary share with a nominal value of EUR1.00. Class A Ordinary Shares are entitled to ten votes per share on proposals\nrequiring or requesting shareholder approval, and Class B Ordinary Shares are entitled to one vote on any such matter. The rights, including\nthe liquidation and dividend rights, of the holders of our Ordinary Class A and Ordinary Class B shares are identical, except with respect\nto voting.\n\n \n\n**2023 Initial Public Offering**\n\n \n\nIn January 2023, our Company conducted an initial\npublic offering (the “Offering” or “IPO”) of 15,000 Class B Ordinary Shares at an Offering price of US$500.00\nper share (the “IPO Price”), which was led by Revere Securities, LLC (the “Representative”), as a lead underwriter.\nIn exchange for the Representative’s firm commitment to purchase the offered shares, the Company agreed to sell the shares to the\nRepresentative at a purchase price of US$465, which represented a 7% discount to the public offering price per share. The Company also\ngranted the Representative a 45 day over allotment option to purchase up to 15% of the Class B Ordinary Shares sold in the IPO (2,250\nClass B Ordinary Shares) at the IPO Price from the Company, less underwriting discounts and commissions and a non accountable expense\nallowance. During the year ended December 31, 2023, the Company sold 16,500 shares for cash, including 15,000 shares sold at the January\n2023 initial public offering and 1,500 of which were issued in August 2023 to an investor, for aggregate proceeds of approximately €6,777.\n\n \n\nThe Company also issued the Representative a warrant\nto purchase up to 7% of the Class B Ordinary Shares sold in the IPO (1,500 Class B Ordinary Shares), which are exercisable at any time\nfrom July 26, 2023 to July 26, 2028 for US$500.00 per share (100% of the IPO Price per Class B Ordinary Share). These warrants contained\ncustomary anti dilution provisions for share dividends, splits, mergers, and any future issuance of ordinary shares or ordinary shares\nequivalents at prices (or with exercise and/or conversion prices) below the exercise price. The warrant also contains piggyback registration\nrights in compliance with FINRA Rule 5110.\n\n \n\nThe IPO Shares were offered and sold, and the\nwarrant issued to the Representative was issued pursuant to the Company’s Registration Statement on Form F 1 (File No. 333 268187),\nas amended (the “Registration Statement”), initially filed with the Commission on November 4, 2022, and declared effective\nby the Commission on January 26, 2023, and the final prospectus filed with the Commission on January 30, 2023 pursuant to Rule 424(b)(4)\nof the Securities Act. The IPO Shares, the warrant issued to Representative and the Class B Ordinary Shares underlying that warrant were\nregistered as a part of the Registration Statement. The Company used the net proceeds from the IPO to fund the acquisition or management\nrights of football clubs; continue investment in social impact football; sales and marketing; as well as for working capital and general\ncorporate purposes.\n\n \n\n**2024 Private Placements**\n\n \n\nSeries A Preferred Shares: In December\n2024, the Company completed two closings of a private placement offering of its securities selling 545,000 Series A Preferred Shares\nat an offering price of US$5.00 per share for total net proceeds of €2,623. Each Series A Preferred Share is convertible at the\noption of the shareholder into eight (8) Class B Ordinary Shares. We have used the proceeds from this private placement for working capital\nrequirements as well as to fund the initial cash portion of our investment in Juve Stabia.\n\n \n\n**2024 Conversion of Shares**\n\n \n\nDuring the year ended December 31, 2024, the\nCompany converted 18,500 Class A ordinary shares into Class B ordinary shares in accordance with the terms of the Company’s share\ncapital structure.\n\n \n\nF-49\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**2025 Private Placements**\n\n \n\nOrdinary Shares: On June 17, 2025, the\nCompany entered into subscription agreements with certain individual purchasers, pursuant to which the Company agreed to sell to such\nPurchasers an aggregate of 20,741 Class B Ordinary Shares, US$0.50 nominal value per share, in a registered direct offering, for gross\nproceeds of €1,210.\n\n \n\nSeries A Preferred Shares:\nDuring the period from February through March 2025, the Company entered into private placement agreements with investors whereby we issued\n186,400 Series A Preferred Shares at an offering price of US$5.00 per share for total gross proceeds of €810. Each Series A Preferred\nShare is convertible at the option of the shareholder into eight (8) Class B Ordinary Shares.\n\n \n\nSeries B Preferred Shares:\nDuring the period from May through September 2025, the Company entered into private placement agreements with investors whereby we sold\n161,990 units of our Series B Preferred Shares at an offering price of US$5.40. Each unit consisted of one Series B Preferred Share and\na warrant to purchase a number of Class B Ordinary Shares equal to 10% of the number of Class B Ordinary Shares underlying the Series\nB Preferred Shares at US$13.50 per share. Total gross proceeds received in connection with these transactions were €689.\n\n \n\n**2025 Conversion of Shares**\n\n \n\nDuring the year ended December 31, 2025, the\nCompany completed a series of share conversions in accordance with the terms of its governing agreements. On July 18, 2025 and October\n24, 2025, an aggregate of 711,400 Series A Preferred Shares were converted into 56,912 Class B Units. Additional Series B Preferred Share\nconversions occurred on September 15, 2025 (83,194 shares into 6,656 Class B Units), October 3, 2025 (60,277 shares into 4,822 Class\nB Units), and October 24, 2025 (18,519 shares into 1,419 Class B Units). In addition, in September 2025, 31,380 Class A Ordinary Shares\nwere reclassified, and 63,380 Class B Ordinary Shares were issued. These transactions were accounted for as equity reclassifications\nwithin share capital and did not impact the consolidated statement of profit or loss.\n\n \n\n**September 2025 PIPE Transaction**\n\n \n\nIn September 2025 the Company completed a private\ninvestment in public equity transaction, or PIPE Offering, pursuant to which the Company issued Class B Ordinary Shares, PIPE Common\nWarrants, PIPE Pre Funded Warrants, and certain additional warrants issued pursuant to related warrant purchase arrangements. The warrant\ninstruments issued in connection with the PIPE Offering, including their key terms, classification, valuation methodology, and fair value\nassumptions, are described below.\n\n \n\nThe Company received the aggregate gross proceeds of approximately\n€253,900 from the PIPE Offering in exchange for the issuance of 6,1 50,5,52 Class B Ordinary Shares, which resulted in an increase\nto the Company’s Share Capital of €2.6 million, representing the nominal value of the Class B Ordinary Shares issued, and an\nincrease to the Company’s Other Reserves of approximately €143.3 million, net of transaction costs directly attributable to\nthe equity issuance. A portion of the PIPE proceeds was received in the form of non-cash contributions, consisting of SOL €1,349,\nLocked SOL €30,229, USDC of €49,715, USDT of €17,685, and private company common shares with an estimated fair value of\n€8,434, with the remainder received in cash.\n\n \n\nThe Company allocated the proceeds from the PIPE\nOffering among the Class B Ordinary Shares, PIPE Common Warrants, PIPE Pre Funded Warrants, and related investor warrants on a relative\nfair value basis. For purposes of the allocation, the Company used the estimated fair values of each instrument at the issuance date.\nThe estimated fair value used for the Class B Ordinary Shares was approximately €1,295,894. The estimated fair value used for the\nPIPE Common Warrants was approximately €1,281,409, the estimated fair value used for the PIPE Pre Funded Warrants was approximately\n€108,525 million, the estimated fair value used for the Investor Warrants was approximately €12,686.\n\n \n\nBased on the relative fair value allocation,\nbefore transaction costs, approximately €123,843 of the PIPE proceeds was allocated to the Class B Ordinary Shares, approximately\n€119,874 was allocated to the PIPE Common Warrants, and approximately €10,152 was allocated to the PIPE Pre Funded Warrants.\nTransaction costs directly attributable to the PIPE Offering were recorded as a reduction of equity. After giving effect to such transaction\ncosts, the Company recorded approximately €235,135 as a net increase to the Shareholders’ Equity, consisting of €2,602\nrecorded to Share Capital and €232,533 recorded to Other Reserves.\n\n \n\nThe Class B Ordinary Shares issued in connection\nwith the PIPE Offering were recorded at nominal value of $0. 50 per share within Share Capital, with the excess proceeds, net of directly\nattributable transaction costs, recorded within Other Reserves. The warrant instruments issued in connection with the PIPE Offering were\nclassified as equity instruments and recorded within Other Reserves. No subsequent fair value remeasurement is required for these equity\nclassified instruments.\n\n \n\nF-50\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\nIn connection with the September 2025 PIPE transaction, the Company\nentered into a Strategic Advisory Agreement for the advisory services provided by the strategic advisors during the PIPE transaction and\nfor future advisory services and issued fully vested equity warrants in exchange for these services. The Company recorded €261,389\nas equity-based compensation expenses for these equity warrants. Refer to Note 5, Equity-based compensation expenses, Note 14, Share-based\ncompensation, and Note for more details on the terms, accounting treatment and measurement of these\n\n \n\n*Excess Issuance of Class B Ordinary Shares\nto Related Parties and others*\n\n \n\nIn September 2025, the Company issued approximately 54,000 excess Class\nB Ordinary Shares to the Company’s Chairman of the Board of Directors and entities related to him as well as to other unrelated\nindividuals, due to a clerical error. In connection with this matter, the Company recorded this error as Share pending cancellation within\nthe Shareholders Capital amounting to €22, representing approximately 54,000 shares multiplied by US$0.50 par value of share. The\namount was deducted from the Company’s Share Capital, and a corresponding Shares pending cancellation was recorded within equity\nin the consolidated balance sheet. This matter did not affect the Company’s consolidated statement of profit or loss or consolidated\nstatement of cash flows for the year ended December 31, 2025. The matter has not been resolved as of the date of the issuance of this\nreport.\n\n \n\n*Class A Ordinary Shares to a Related Party*\n\n \n\nDuring the year ended December 31, 2025, the Company\ndid not properly cancel 567,380 Class A Ordinary Shares held by related parties, which included the former Chairman of the Board and his\naffiliated companies. Although these shares are not legally outstanding as per the Company’s legal records, the Company did not\nfollow proper procedures to remove these shares from the Company’s Share Register. The management is currently evaluating its plan\nof actions with respect to these Class A Ordinary Shares.\n\n \n\n**2025 ATM transaction**\n\n \n\nIn November 2025 the Company filed a registration\nstatement with the Securities and Exchange Commission for the at the market shares offering program (the “ATM”) under which\nthe Company may offer and sell Class B Ordinary shares for up to $97 million in gross proceeds. During the year ended December 31, 2025,\nthe Company did not issue and sell any shares under its ATM program.\n\n \n\n**EQUITY WARRANTS ISSUED**\n\n* *\n\n**Equity Warrants Issued to Unrelated\nParties**\n\n* *\n\n*2023 Revere Warrants*\n\n \n\nDuring the year ended December 31, 2023, the Company\nissued a 5 year warrant to purchase 1,05 0 Class B Ordinary Shares to Revere, the IPO underwriter. The warrant expires January 26, 2028\nand is fully exercisable upon issue at an exercise price of US$0,5 0 per share. The Company used the Black Scholes option pricing model\nto measure the initial value of these warrants and recorded €198 at inception as an warrant liability and a charge to Other Reserves.\nSince a variable number of shares may be issued for this warrant under certain circumstances, IAS 32 requires it be recorded as a financial\nliability. As of December 31, 2025, 2024 and 2023, we adjusted the fair value of the warrant liability using the Black Scholes option\npricing model to €7, €49 and €213, respectively. During the years ended December 31, 2025, 2024 and 2023, we recorded other\nincome (expense) of €42, (€15) and €164, respectively, in the Consolidated Statements of Profit or Loss as a change in\nthe fair value of the warrant liability.\n\n \n\nDuring the years ended December 31, 2025, 2024\nand 2023 the assumptions used in determining the fair value of the warrant issued to Revere were as follows:\n\n \n\n  \nDecember 31,  \nDecember 31,  \nDecember 31, \n\n  \n2025  \n2024  \n2023 \n\nExpected term in years \n 2.08 years  \n 3.08 years  \n 4.08 years \n\nRisk free interest rate \n 3.47% \n 4.27% \n 3.84%\n\nAnnual expected volatility \n 181.0% \n 144.0% \n 124.0%\n\nDividend yield \n 0.00% \n 0.00% \n 0.00%\n\n \n\n*Equity Warrants Issued to Investors in\n2025 Private Placements*\n\n \n\nIn connection with the private placements of\nSeries B Preferred Shares that occurred from May through September 2025, the Company issued warrants to investors to purchase Class\nB Ordinary Shares. In total, 12,968 warrants were issued, each entitling the holder to purchase a number of Class B Ordinary Shares\nequal to 10% of the number of Class B Ordinary Shares underlying the related Series B Preferred Shares. The warrants are exercisable\nat a price of US$13.50 per share, were issued on the closing date, are immediately exercisable, and expire five years from the date\nof issuance. The warrants are classified as equity instruments in accordance with IAS 32 as they represent contracts that will be\nsettled by the exchange of a fixed number of the Company’s own equity instruments for a fixed amount of cash and do not\ncontain any contractual obligation for the Company to deliver cash or another financial asset. The fair value of the warrants was\ndetermined at the grant date using the Black Scholes option pricing model and amounted to approximately €51, which was\nrecognized within equity. The valuation was based on an expected term of five years, expected volatility of approximately 100%, a\nrisk free interest rate ranging from approximately 3.96% to 3.99%, and no expected dividends. Management determined that the Black\nScholes model was appropriate as the warrants contain standard option features and do not include complex or path dependent\ncharacteristics. Of the 12,968 warrants, 222 were exercised for cash, resulting in the issuance of 222 Class B ordinary shares for\naggregate proceeds of €26.\n\n \n\nF-51\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Equity\nWarrants Issued to Investors in 2025 Private Placements (continued)*\n\n \n\nSeptember 2025 PIPE Common Warrants: In\nconnection with the PIPE Offering that was closed in September of 2025, the Company issued Class B Ordinary Shares together with free\nstanding PIPE Common Warrants and PIPE Pre Funded Warrants. The Company issued an aggregate of 66,666,668 PIPE Common Warrants (including\n7,304,444 warrants issued to certain related parties), each exercisable for one Class B Ordinary Share at an exercise price of $6.75 per\nshare; these warrants were immediately exercisable and expire 36 months from the date of issuance. The PIPE Common Warrants include customary\nanti dilution adjustments for stock splits, stock dividends and similar recapitalization events, as well as provisions requiring assumption\nby a successor entity in the event of a fundamental transaction. The warrants do not contain provisions that require or permit cash settlement.\nThe Company classified the PIPE Common Warrants as equity instruments because they were exercisable for a fixed number of shares and at\na fixed exercise price, and do not include a contractual obligation for the Company to deliver cash or another financial asset. The PIPE\nCommon Warrants were recognized within equity at initial recognition and are not subsequently remeasured.\n\n \n\nSeptember 2025 PIPE Pre-Funded Warrants:\nIn connection with the PIPE Offering, the Company also issued 5,161,152 PIPE Pre Funded Warrants (including 4,611,111 warrants issued\nto certain related parties), each exercisable for one Class B Ordinary Share at a nominal exercise price of $0.05 per share. These warrants\nare immediately exercisable and remain outstanding until exercised in full. The PIPE Pre Funded Warrants may be exercised for cash or\non a cashless basis, and this cashless exercise feature is determined by the Company to be an administrative mechanism that facilitates\nexercise without requiring cash payment and does not change the underlying economics of the instrument. The Company determined that the\nPIPE Pre Funded Warrants are equity instruments and were recorded within Shareholder Equity at the issuance date and are not subsequently\nremeasured. For purposes of earnings per share, the PIPE Common Warrants and PIPE Pre Funded Warrants are considered potential ordinary\nshares and are included in diluted earnings per share when dilutive. Due to the nominal exercise price of the Pre Funded Warrants, these\ninstruments are expected to be highly dilutive in periods in which the Company reports positive earnings.\n\n \n\nFor purposes of allocating the proceeds of the\nPIPE transaction, the Company estimated the fair values of the PIPE Common Warrants and PIPE Pre Funded Warrants at the issuance date.\nThe estimated fair value of the PIPE Common Warrants was approximately €1,296,000, and the estimated fair value of the PIPE Pre\nFunded Warrants was approximately €108,500. These fair values were used as inputs in determining the relative fair value allocation\nof the total proceeds among the Class B Ordinary Shares, PIPE Common Warrants and PIPE Pre Funded Warrants. The total proceeds were allocated\namong the instruments issued on a relative fair value basis, with the amounts attributable to the PIPE Common Warrants and PIPE Pre Funded\nWarrants recorded within equity as a separate component of reserves. Transaction costs directly attributable to the issuance were recorded\nas a reduction of equity. Upon exercise of the warrants, the related amounts recorded in equity are reclassified within equity together\nwith any proceeds received, and any warrants that expire unexercised remain within equity.\n\n \n\nDuring the year ended December 31, 2025 and 2024,\nthe assumptions used in the Black-Scholes model when determining the fair value of the warrants issued in relation to the pipe transaction\nwere as follows:\n\n \n\n  \nCommon Warrants  \nPre-Funded Warrants \n\nExpected term in years \n 3.0 years  \n 2.0 years \n\nRisk-free interest rate \n 3.51% \n 4.17%\n\nAnnual expected volatility \n 150% \n 150%\n\nDividend yield \n 0.0% \n 0.0%\n\n \n\n**Equity Warrants Issues to Related Parties**\n\n* *\n\n*2024\nand 2025 Boustead Private Placement Warrants*\n\n \n\nIn December 2024, the Company issued 5 year warrants\nto Boustead Securities LLC (“Boustead”) to purchase 38,150 Series A Preferred Shares in connection with the private placement\noffering of 54,500 Series A Preferred Shares. The warrants expire in December 2029 and are fully exercisable upon issue at US$5.00 per\nshare. The warrants contain a cashless exercise feature which required the Company to determine whether to account for the warrant as\nequity or as a liability. Following the guidance of IAS 32, paragraph 26, Management considered the probability of occurrence of contingent\nevents and concluded that feature is not genuine as the events are very unlikely to occur. Accordingly, we have classified the warrants\nas equity. We valued the warrants using the Black Scholes option pricing model at a total of €101. During the year ended December\n31, 2025, the Company issued five year warrants to Boustead and other placement agents in connection with private placement offerings.\nThe Company issued warrants to purchase 13,048 Series A preferred shares with a total fair value of €50. During the year ended December\n31, 2025, the Company exercised 44,128 Series A warrants, which resulted in the issuance of 3,114 Class B ordinary shares. The Company\nalso had 10,535 outstanding Class B warrants issued during the year ended December 31, 2022, which were exercised on a cashless basis,\nresulting in the issuance of 855 Class B ordinary shares.\n\n \n\nF-52\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*2024\nand 2025 Boustead Private Placement Warrants (continued)*\n\n \n\nIn addition, the Company issued warrants to purchase\n11,339 Series B preferred shares, exercisable at $5.40 per share, with a total fair value of €359. All warrants have a contractual\nterm of five years, expire during the year ending December 31, 2030, and are fully exercisable upon issuance. The warrants contain a\ncashless exercise feature which required Management to determine whether to account for the warrant as equity or as a liability. Following\nthe guidance of IAS 32, paragraph 26, Management considered the probability of occurrence of contingent events and concluded that feature\nis not genuine as the events are very unlikely to occur. Accordingly, we have classified the warrants as equity. During the year ended\nDecember 31, 2025, warrant holders exercised 11,339 Series B preferred share warrants, resulting in the issuance of 6,118 Class B ordinary\nshares.\n\n \n\nDuring the year ended December 31, 2025 and 2024,\nthe assumptions used in the Black-Scholes model in determining the fair value of the warrants issued to Boustead and other placement\nagents were as follows:\n\n \n\n  \n\n**December\n31,**\n\n**2025**\n  \n\n**December\n31,**\n\n**2024**\n \n\nExpected term in years \n 5.0 years  \n 5.0 years \n\nRisk-free interest rate \n 3.96-4.48% \n 4.45%\n\nAnnual expected volatility \n 100.0% \n 60%\n\nDividend yield \n 0.0% \n 0.0%\n\n \n\n*2025\nBoustead PIPE Placement Agent Warrants*\n\n \n\nOn September 21, 2025 (the “grant date”)\nin connection with the PIPE Offering described above, the Company issued three tranches of equity warrants to Boustead as consideration\nfor placement agent services in connection with a PIPE Offering. Upon issuance, the warrants were immediately exercisable (with an expiration\ndate on September 21, 2030) into Class B Ordinary Shares and may be exercised on either a cash or cashless (net share) basis at the election\nof the holder. The warrants consisted of three tranches. Warrant FA 1 is exercisable at $45 per share and represents a number of underlying\nshares equal to 5% of the Class B Ordinary Shares issued during the PIPE Offering. Warrant FA 2 is exercisable at $67.5 per share and\nrepresents a number of underlying shares equal to 5% of the Class B Ordinary Shares underlying the PIPE common warrants. Warrant FA 3\nis exercisable at $44.5 per share and represents a number of underlying shares equal to 5% of the Class B Ordinary Shares underlying\nthe PIPE pre- funded warrants. The warrants were classified by the Company as equity instruments as they represent contracts that will\nbe settled through the exchange of a fixed exercise price for a fixed number of the Company’s own equity instruments. While the\nagreements include provisions that provide the holder with certain remedies in the event the Company fails to timely deliver shares upon\nexercise, including potential cash settlement in limited circumstances, the Company has concluded that these provisions represent contingent\nsettlement features that are not genuine because the triggering contingent events are considered to have no genuine possibility of occurring\nand, accordingly, do not preclude equity classification for these warrants. The fair value of the placement agent warrants was determined\nat the grant date using the Black Scholes option pricing model. The aggregate fair value of the warrants recognized within equity upon\nissuance was approximately €89,176. This amount consists of approximately €41,490 related to 307,528 warrants issued under\nFA 1, approximately €44,456 million related to 333,333 warrants issued under FA 2, and approximately €3,483 related to 25,806\nwarrants issued under FA 3. The valuation was based on a share price of approximately $16 at the grant date, with exercise prices ranging\nfrom $44.5 to $67.5 per share. The expected term of the warrants was five years, consistent with the contractual life. Expected volatility\nwas estimated at approximately 150% based on an analysis of historical volatility of comparable publicly traded companies, as well as\navailable market data. The risk free interest rate used in the valuation was approximately 3.68%, based on U.S. Treasury yields with\na maturity consistent with the expected term of the warrants, and no dividends were assumed. Management determined that the use of the\nBlack Scholes model was appropriate as the warrants contain standard option features and do not include complex or path dependent characteristics.\nDuring the year ended December 31, 2025, the FA 1, FA 2, and FA 3 warrants were fully exercised on a cashless basis, resulting in the\nissuance of 2,813,921, 2,908,404, and 236,370 Class B ordinary shares, respectively.\n\n \n\n*2025\nPIPE Equity Warrants Issued to Strategic Advisors under the Strategic Advisory Agreement*\n\n* *\n\nIn connection with the 2025 PIPE transaction\nin September 2025, the Company granted warrants to strategic advisors in connection with an advisory arrangement. The warrants were issued\nin multiple tranches, including pre-funded warrants, common warrants, and additional series warrants (S1 through S6). These instruments\nwere granted as compensation for advisory and governance services and are accounted for as equity-settled share-based payments in accordance\nwith IFRS 2 Share-based Payment. Refer to Note 5 for equity-based compensation expense details.\n\n \n\nThe pre-funded warrants consisted of 333,333\nwarrants that were immediately exercisable with a total grant-date fair value of €54,721, and 333,333 warrants that are exercisable\non a delayed basis with a total grant fair value of €54,733 with an exercise price of $0.50 per share. The 333,333 immediately exercisable\nwarrants were exercised into 333,333 Class B Shares, resulting in proceeds of €141. In addition, the Company granted 166, 667 common\nwarrants with an exercise price of $67.5 per share (“Common Warrants 1”) that were immediately exercisable with a grant-date\nfair value of €26,083, and 166,667 common warrants that are exercisable on a delayed basis with a grant-date fair value of €25,475.\nThe immediately exercisable common warrants were exercised on a cashless basis, resulting in the issuance of 145,425 Class B ordinary\nshares.\n\n \n\nF-53\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*2025\nPIPE Equity Warrants Issued to Strategic Advisors under the Strategic Advisory Agreement (continued)*\n\n \n\nDuring the year ended December 31, 2025 the assumptions\nused in the Black Scholes model when determining the fair value of the warrants issued in relation to the strategic advisors agreement\nwere as follows:\n\n \n\n  \nPre-Funded Strategic Advisors Warrants  \nCommon Warrants 1 \n\nExpected term in years \n 0-2 years  \n 4-5 years \n\nRisk-free interest rate \n 3.57% \n 3.57 to 3.67% \n\nAnnual expected volatility \n 150% \n 150%\n\nDividend yield \n 0.0% \n 0.0%\n\n \n\nThe Company also granted 600,000 common warrants\n(“Common Warrants 2”) to strategic advisors that included market-based vesting conditions. All market-based vesting conditions\nlinked to the specified share price thresholds were satisfied on the initial measurement date; therefore, a Monte Carlo simulation was\nnot required for these warrants. The Company utilized the Black-Scholes option pricing model to determine the grant date fair value of\nthese instruments. The model incorporated a valuation date share price of $186.0, an exercise price of $186.0, an expected term of five\nyears, a risk-free interest rate of 3.67%, expected volatility of 150.0%, and a dividend yield of 0.0%. The Common Warrants 2 had an\naggregate grant date fair value of €90,377 and were exercised in full in exchange for 498,017 Class B Shares.\n\n \n\nAll warrants are classified as equity instruments\nas they are settled solely in the Company’s own shares and do not contain any contractual obligation to deliver cash or other financial\nassets. Although certain warrants include delayed exercisability or market based features, such provisions are treated as non vesting\nor market conditions and are incorporated into the grant date fair value rather than affecting classification.\n\n \n\nBecause the warrants were determined to be nonforfeitable\nupon issuance and not subject to service or performance conditions that would defer recognition (other than market conditions for Common\nWarrants 2, which are reflected in the grant date fair value), the Company recognized the full grant date fair value of these awards\nas equity based expense upon issuance of these warrants. Accordingly, total compensation expense recognized in connection with these\nwarrants amounted to €251,349 during the year ended December 31, 2025, with a corresponding increase to equity.\n\n \n\nIn estimating fair value under the Black-Scholes\noption pricing model, management applies certain assumptions, including:\n\n \n\n*Expected term in years*: The term is based\non the remaining contractual term of the warrant.\n\n \n\n*Risk-free interest rate*: We use the risk-free\ninterest rate of a U.S. Treasury Bill with a similar term on the date of the warrant grant.\n\n \n\n*Volatility*: We estimate the expected volatility\nof the share price based on the corresponding volatility of our historical share price.\n\n \n\n*Dividend yield*: We use a 0% expected dividend\nyield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.\n\n \n\nActivity related to the warrants are as follows:\n\n \n\n  \n\n**Series\nA**\n\n**Shares**\n  \n\n**Series\nB**\n\n**Shares**\n  \n\n**Class\nB**\n\n**Shares**\n \n\nOutstanding, December 31, 2022 \n \n-\n  \n \n-\n  \n 1,050 \n\nGranted during the year \n \n-\n  \n \n-\n  \n 1,054 \n\nOutstanding, December 31, 2023 \n \n-\n  \n \n-\n  \n 2,104 \n\nGranted during the year \n  3,815  \n \n-\n  \n \n-\n \n\nOutstanding, December 31, 2024 \n 3,815  \n \n-\n  \n 2,104 \n\nGranted during the year \n 1,305  \n 1,134  \n 9,532,953 \n\nExercised during the year \n (4,413) \n (1,134) \n (1,850,150)\n\nOutstanding, December 31, 2025 \n 707  \n \n-\n  \n 7,684,907 \n\n \n\nF-54\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*October 2025 Amendment to the Strategic\nAdvisor Warrants- Exercise Price Terms and Financial Statement Impact*\n\n \n\nOn October 31, 2025,\nthe Company amended the Strategic Advisor Agreement to revise the exercise price terms of the Strategic Advisor Common Warrants 2. Prior\nto the amendment, the exercise price was equal to the closing market price of the Class B Ordinary Shares on the trading day on which\nthe applicable performance threshold was achieved. Following the amendment, the exercise price was fixed at the applicable performance\nthreshold itself; accordingly, the exercise prices are $67.5, $90.0 and $112.5 per share for the respective tranches.\n\n \n\nThe Company evaluated\nthe amendment under IFRS 2, *Share-based Payment*, and reflected the amended exercise terms in its valuation of the Strategic Advisor\nCommon Warrants 2 as of December 31, 2025. To the extent the amendment increased the fair value of the warrants, any incremental fair\nvalue is recognized as additional share-based compensation expense over the remaining service or vesting period, or immediately if the\nrelated instruments are vested. For the year ended December 31, 2025, the Company recognized a total of €261,389 as share-based compensation\nexpenses with respect to to the Strategic Advisors Warrants issued based on the amended terms and management’s assessment of the\nrelated service and performance conditions as of December 31, 2025.\n\n \n\n*Equity Warrants Issued to Strategic Advisors\nand DM Purchaser under the PIPE Agreement*\n\n \n\nIn connection with the\nSecurities Purchase Agreements entered into pursuant to the PIPE Offering, the Company also entered into a Warrant Purchase Agreement\nwith five investors. Pursuant to these arrangements, the Company issued warrants to purchase an aggregate of 62,208 Class B Ordinary Shares\nto the WPA Investors (series S1 through S5) and 20,000 Class B Ordinary Shares to the DM Purchaser (series S6), each with an exercise\nprice of $15 per share. The warrants issued under series S1 through S5 had an aggregate grant date fair value of €10,040, while the\nseries S6 warrants had a grant date fair value of €3,228. The fair value of the warrants issued were recorded as equity-based compensation.\nThe warrants contain substantially similar economic and settlement terms as the Company’s other warrant instruments and are accounted\nfor consistently within the same framework.\n\n \n\nDuring the year ended\nDecember 31, 2025, the assumptions used in the Black-Scholes model when determining the fair value of the warrants issued in relation\nto the PIPE transaction were as follows:\n\n \n\n  \nS-1 to S-6 Warrants \n\nExpected term in years \n 5.0 years \n\nRisk-free interest rate \n 3.62%\n\nAnnual expected volatility \n 150%\n\nDividend yield \n 0.0%\n\n \n\n**NOTE 14 – SHARE BASED COMPENSATION**\n\n \n\n*Equity Incentive Plan*\n\n \n\nEffective October 26, 2022, our board of directors\nadopted the Brera Holdings PLC 2022 Equity Incentive Plan (as amended, the “Plan”) authorizing a total of 200,000 shares of\nour Class B Ordinary Shares for future issuances under the Plan. The maximum number of Class B Ordinary Shares that may be issued pursuant\nto awards granted under the 2022 Plan was increased to 4,000,000 shares pursuant to an amendment to the Plan adopted on April 9, 2025,\nand further increased to 9,000,000 shares pursuant to an amendment to the Plan adopted on September 16, 2025. Under the Plan, the\nexercise price of a granted option shall not be less than 100% of the fair market value on the date of grant (110% of the fair market\nvalue in the case of a 10% shareholder). Additionally, no option may be exercisable more than ten (10) years after the date it is granted\n(no more than five (5) years in the case of a 10% shareholder).\n\n \n\nAs of December 31, 2025, there were 1,444,447\nshares available for future issuance under the Plan.\n\n \n\nUnder the Plan, during the years ended December\n31, 2025 and December 2024 the Company also issued Restricted Share Awards, Restricted Share Units and Share Options to its employees,\ndirectors and consultants.\n\n \n\nF-55\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Equity Based Compensation*\n\n \n\nRestricted\nStock Units, Restricted Share Awards and Other Share Awards\n\n \n\nRestricted Share Awards: A share award\nis a grant of Class B Ordinary Shares or of a right to receive shares in the future. These awards are subject to certain conditions, restrictions\nand contingencies as determined at the date of grant, which may include requirements for continuous service and/or the achievement of\nspecified performance goals.\n\n \n\nRestricted Share Units: Restricted share\nunits are the grants of Class B Ordinary Shares and, similarly to share awards are subject to certain conditions, restrictions and contingencies,\nincluding the requirement for continuous service the achievement of specified performance goals as established at the date of grant.\n\n \n\nThese equity-based awards are generally subject\nto the satisfaction of a one-year cliff vesting condition and continued service for a period of up to four years from the grant date,\ntogether with other specified restrictions, where applicable. The fair value of the awards is measured at the grant date and recognized\nas share-based payment expense over the vesting period, with the expense recognized on a straight-line basis over the requisite service\nperiod, provided the related vesting conditions are expected to be met. For awards subject to additional non-market restrictions, the\nCompany assesses the nature of the restriction and accounts for it in accordance with IFRS 2.\n\n \n\nIf the restrictions are service conditions, the\nrelated expense is recognized over the vesting period. If any non-vesting conditions are present, the grant-date fair value is not adjusted\nfor the probability of satisfying those conditions, but the terms are reflected in the fair value measurement to the extent required\nby IFRS 2. Any changes in estimate regarding the number of awards expected to vest are recognized prospectively.\n\n \n\nDuring the year ended December 31, 2023, the Company\ngranted share based awards totaling 1,050 Class B Ordinary Shares to certain individuals, resulting in the recognition of share based\ncompensation expense of €110 within its operating expenses.\n\n \n\nDuring the year ended December 31, 2024, the\nCompany granted share awards totaling 10,650 Class B Ordinary Shares to twelve individuals. On August 30, 2024, the Company entered into\na Termination Agreement with an individual to whom the Company had granted a share award for 3,000 Class B Ordinary Shares. Under the\nagreement, the Company agreed to accelerate vesting of 500 of the awarded shares, and the individual agreed to surrender 2,500 of her\nawarded shares. As a result, the outstanding share awards as of December 31, 2024, totaled 8,150 Class B Ordinary Shares. Share awards\ntotaling 7,650 shares vested on the date of grant and share awards totaling 500 shares vest on the first anniversary of the grant date.\nThe issuances resulted in the recognition of share based compensation expense of €791 during the year ended December 31, 2025 within\noperating expenses.\n\n \n\nDuring the year ended December 31, 2025, the Company granted restricted\nstock units (“RSUs”) totaling 64,666 Class B Ordinary Shares, with a nominal value of US$0.50 per share, to fifteen individuals.\nOf these awards, 32,350 RSUs vested immediately upon grant, while 16,166, 15,667, and 2,334 RSUs are subject to service based vesting\nperiods of one, two, and three years, respectively. The grant date fair value of the RSUs ranged from US$59.5 to US$251.2 per share. During\nthe year ended December 31, 2025, a total of 35,850 Class B Ordinary Shares were issued in settlement of vested RSUs. The Company recorded\n€3,770 of Restricted Stock Unit related compensation expense during the year ended December 31, 2025. Separately, the Company issued\n1,650 Class B Ordinary Shares with a fair value of €96 to an external legal advisor in connection with the PIPE transaction. These\nshares were accounted for as share issuance costs and recorded as a reduction of the related PIPE proceeds and are not included in the\nRSU activity described above. In addition, the Company recorded accrued share based compensation of approximately €98 related to\n151,111 RSUs intended to be granted to employees, which had not yet been formally approved by the Board of Directors as of December 31,\n2025. These awards are expected to vest over a four year service period. The estimated fair value of these RSUs was approximately US$1.91\nper share. As the awards had not been formally approved as of year end, they are not included in the RSU grants disclosed above.\n\n \n\nF-56\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Equity\nBased Compensation (continued)*\n\n \n\nIn connection with the Chief Executive Officer’s\ncompensation arrangement executed in September 2025, the Company entered into an equity based incentive plan during the year ended December\n31, 2025. The arrangement provides for equity awards with an aggregate target value of approximately $15.0 million, to be settled in\nClass B Ordinary Shares. The awards are comprised of two components: 50% subject to time based vesting over a four year service period\nand 50% subject to performance based conditions tied to the Company’s achievement of specified capital raising milestones. As of\nDecember 31, 2025, the Company evaluated the substance of the agreement and concluded that a constructive obligation existed under IFRS\n2, Share based Payment, based on the ongoing service period and mutual understanding of the terms. The fair value of the awards was estimated\nusing a share price of $18.7 as of December 31, 2025, resulting in a total estimated fair value of approximately $6.2 million. Compensation\nexpense for the time based component is recognized on a straight line basis over the requisite service period, commencing on September\n23, 2025. For the performance based component, compensation expense is recognized when it becomes probable that the applicable performance\nconditions will be achieved. For the year ended December 31, 2025, the Company recognized total share based compensation expense of approximately\n€855 related to this arrangement, representing the pro rata portion of the time based component from the service commencement date\nthrough year end, as well as expense recognized for the performance based component based on management’s assessment of probability\nas of December 31, 2025.\n\n \n\nOn April 24, 2026, the Company terminated Marco\nSantori as Chief Executive Officer and director of the Company. The Company is evaluating the accounting impact of the termination on\nthe above share-based payment arrangement, including the treatment of any unvested time-based awards and any performance-based awards\nfor which the relevant performance conditions had not been satisfied as of the termination date. The termination is a non-adjusting subsequent\nevent with respect to the year ended December 31, 2025, and therefore no adjustment has been made to the share-based compensation expense\nrecognized during the year then ended.\n\n \n\nThe Company recognized total share based compensation expense related\nto the above of approximately €4,507 within operating expenses for the year ended December 31, 2025.\n\n \n\nShare\nOptions\n\n \n\nOn February 2, 2023, we granted options to purchase\n2,500 of our Class B Ordinary Shares to five individuals who served as directors of the Company. The options are exercisable at US$2.00\nper share, expire seven (7) years from the date of grant, and vest ratably over a three-year period beginning January 26, 2024. In May\n2023, an individual who was granted options to purchase 500 shares resigned before any of his options vested and, accordingly, his options\nwere forfeited.\n\n \n\nThe fair value of each share option was estimated\non the date of grant using the Black-Scholes option pricing model, resulting in a valuation for all five options totaling €639.\nDuring the years ended December 31, 2025, 2024 and 2023, we recorded general and administrative expenses of and €163, €170,\nand €162 respectively in connection with these share options, representing the vested portion of the share options during that period.\nThe assumptions used in determining the fair value of the share options were as follows:\n\n \n\nExpected term in years    7 years  \n\nRisk-free interest rate   0.3440%\n\nAnnual expected volatility   125.0%\n\nDividend yield   0.00%\n\n \n\nRisk-free interest rate: We use the risk-free\ninterest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.\n\n \n\nVolatility: We estimate the expected volatility\nof the share price based on the corresponding volatility of our historical share price.\n\n \n\nDividend yield: We use a 0% expected dividend\nyield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.\n\n \n\nRemaining term: The remaining term is based on\nthe remaining contractual term of the warrant.\n\n \n\nF-57\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Equity\nBased Compensation (continued)*\n\n \n\nActivity related to the share options is as follows:\n\n \n\n  \n** **\n\n** **\n\n**Shares**\n  \n** **\n\n**Weighted**\n\n**Average**\n\n**Exercise**\n\n**Price**\n  \n**Weighted**\n\n**Average**\n\n**Remaining**\n\n**Contractual**\n\n**Life in Years**\n \n\nOutstanding, December 31, 2023   2,000   $20    6.6 \n\nOutstanding, December 31, 2024   2,000   $20    5.6 \n\nOptions exercised   (1,500)  $20      \n\nOutstanding, December 31, 2025   500   $20      \n\nOptions forfeited   (500)   (20)     \n\nExercisable, December 31, 2025   0   $      \n\n  \n\n**NOTE 15 - COMMITMENTS AND CONTINGENCIES**\n\n \n\nOn April 24, 2026, the Company terminated its\nChief Executive Officer. In connection with the termination, the Company may become subject to claims, disputes, or other contingencies\nrelated to the former executive’s employment, compensation arrangements, equity awards, and separation terms. As of the date of\nthis report, the Company had not recorded any provision for any potential legal settlement related to that matter as the legal dispute\nis still ongoing.\n\n \n\n**NOTE 16 – RELATED PARTY TRANSACTIONS**\n\n \n\nThis note describes the nature of transactions\nwith the Company’s related parties and provides information of the effect of those relationships on the financial statements for\nthe reporting periods presented. In accordance with IAS 24, this disclosure includes: a breakdown of revenues and expenses arising from\ntransactions with related parties in aggregate and by material transaction type; amounts receivable from and payable to related parties\nat each reporting date, including terms and any allowances; and details of equity instruments issued to, and held by, related parties\nas of the reporting periods presented. The disclosures also identify key management personnel and summarize their compensation in total\nand by category and explain other significant arrangements and agreements between the Company and its related parties that could reasonably\nbe expected to affect the Company’s position or performance.\n\n \n\n**Financial Statements Impact**\n\n \n\nThe nature and amount of related party transactions\nfor the years ended December 31, 2025 and December 31, 2024 are as follows:\n\n \n\n*Consolidated Profit and Loss Account*\n\n \n\n  \n2025  \n2024  \n2023 \n\nRevenues \n€1,549  \n€28  \n€\n-\n \n\nEquity based expenses: strategic advisors \n 261,389  \n \n-\n  \n \n-\n \n\nEquity based expenses: other related parties \n 6,212  \n 423  \n 20 \n\nGeneral and administrative expenses \n 1,971  \n 1,119  \n \n-\n \n\nOther income (expenses) \n 780  \n (1) \n 350 \n\nTotal related party transactions reported in the Consolidated Statement of Profit or Loss \n (268,803) \n (1,513) \n (370)\n\n \n\nF-58\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Consolidated Statement of Financial Position*\n\n \n\n  \n2025  \n2024 \n\nAccounts receivable and other receivables, net: \n€91  \n€8 \n\nDirectors and former directors \n 1  \n 4 \n\nAffiliates of directors and former directors \n 90  \n 4 \n\nPrepaid expenses and other current assets: \n€622  \n€295 \n\nDirectors and former directors \n 622  \n \n-\n \n\nAffiliates of directors and former directors \n    \n 263 \n\nOther related parties \n    \n 32 \n\nPrepayment for digital assets: \n€28,680  \n€\n-\n \n\nOther related parties \n 28,680  \n \n-\n \n\nDigital assets: \n€78,174  \n€\n-\n \n\nAffiliates of directors and previous directors \n 78,174  \n \n-\n \n\nAccounts payable: \n€346  \n€177 \n\nDirectors and former directors \n 219  \n 140 \n\nAffiliates of directors and former directors \n 57  \n 37 \n\nMinority shareholders \n 69  \n   \n\nOther long-term liabilities: \n€\n-\n  \n€197 \n\nDirectors and former directors \n \n-\n  \n 197 \n\n \n\n*Loans Payable to Related Parties*\n\n \n\n2024 Director Loans\n\n \n\nIn 2024, the Company received an interest free\nloan from one of its directors, which was to be repaid no later than three years from its date of issuance. As at December 31, 2025 and\n2024 the loan has an outstanding balance of €- and €77, respectively. The amount of imputed interest in this loan is immaterial.\nThe amount of imputed interest in this loan was immaterial. During the year ended December 31, 2025, the Company repaid this outstanding\nloan in full, and as of December 31, 2025 the Company did not have any outstanding loans from any of its directors or affiliates.\n\n \n\nDuring the period between August 29, 2024 and\nNovember 29, 2024, the Company’s then-Executive Chairman made short term interest free loans to the Company of €294 (US$305,000).\nOn December 31, 2024, he entered into a cancellation and exchange agreement, pursuant to which these short-term loans in the amount of\n€294 were cancelled in exchange for 488,000 of Class A Ordinary Shares at a price of US$0.625 per share. The issuance share price\nwas determined based on the 15 day volume weighted average price (VWAP) in November 2024.\n\n \n\nThere were no loans due to directors as of December\n31, 2025.\n\n \n\n**Key management compensation**\n\n \n\nThe remuneration of directors and other members\nof key management personnel during the years ended December 31, 2025 and 2024 were as follows:\n\n \n\n  \n2025  \n2024 \n\nKey management personnel compensation \n€1,085  \n€192 \n\nDirectors’ fees \n 408  \n 258 \n\nStock-based compensation \n 2,984  \n 423 \n\n \n\nF-59\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**Equity instruments issued and held by related\nparties**\n\n \n\nDuring the year ended December 31, 2025, the Company\nexecuted several transactions with its related parties with respect to the issuance of equity instruments, including through private placements\nand conversion of warrants. The table below summarizes the Company’s shares and warrants issued to related parties and outstanding\nas of December 31, 2025.\n\n \n\nAs of December 31, 2025 and 2024, total shares\nissued to and held by the Company’s related parties was as follows:\n\n \n\n  \n2025  \n2024 \n\n  \nShares\nheld  \nCarrying\nValue at\nDecember 31  \nShares\nheld  \nCarrying\nValue at\nDecember 31 \n\n  \n   \n   \n   \n  \n\nDirectors and former directors \n 63,250  \n€5,482  \n 33,280  \n€557 \n\nDirectors that are also Strategic Advisors \n 894,790  \n 152,975  \n \n-\n  \n \n-\n \n\nAffiliates of directors and former directors \n 1,377,136  \n 119,393  \n 69,600  \n 2,995 \n\nOfficers and former officers \n \n-\n  \n 2,345  \n \n-\n  \n \n-\n \n\nOther related parties \n 204,424  \n 33,485  \n 22,000  \n 1,608 \n\n \n\nAs of December 31, 2025 and 2024, total equity\nwarrants issued to and held by the Company’s related parties were as follows:\n\n \n\n  \n2025  \n2024 \n\n  \nWarrants\nheld  \nCarrying\nValue at\nDecember 31  \nWarrants\nheld  \nCarrying\nValue at\nDecember 31 \n\n  \n   \n   \n   \n  \n\nDirectors and former directors \n \n-\n  \n€\n-\n  \n \n-\n  \n€\n-\n \n\nDirectors that are also Strategic Advisors \n 447,111  \n 95,202  \n \n-\n  \n \n-\n \n\nAffiliates of directors and former directors \n 1,616,667  \n \n-\n  \n 382  \n 101 \n\nOfficers and former officers \n \n-\n  \n \n-\n  \n \n-\n  \n \n-\n \n\nOther related parties \n 88,889  \n 13,368  \n \n-\n  \n \n-\n \n\n \n\n**Other arrangements\nand agreements with related parties**\n\n \n\n*Strategic Advisory\nAgreement*\n\n \n\nAs discussed in Note\n13, Share Capital and Reserves, and 14, Share-based compensation, in September 2025 the Company entered into a Strategic Advisor Agreement\nwith five individuals who are considered related parties to the Company (the “Strategic Advisors”). After the execution of\nthe PIPE transaction, in September 2025 four of the Strategic Advisors joined the Company’s Board of Directors. Under the Strategic\nAdvisors agreement, the Strategic Advisors provide ongoing strategic advisory services to the Company. The agreement has an initial term\nof 10 years and may be terminated by either party upon a written notice. For the advisory services provided, all Strategic Advisors are\nentitled to receive cash-based and equity-based compensation, which comprises the equity warrants issued by the Company. Some of the equity\nwarrants granted to the Strategic Advisors were exercised during the year ended December 31, 2025. Refer to Note 14 for the accounting\nassessment of these warrants. The table below summarized equity-based compensation expenses and other details of equity warrants granted\nunder the Strategic Advisor Agreement. Total warrants granted and exercised are presented in the table below after application of the\n10:1 reverse stock split that the Company executed on May 14, 2026.\n\n \n\n  \nTotal\nwarrants\ngranted as of\nDecember 31, 2025  \nTotal\nwarrants\nexercised as of\nDecember 31, 2025  \nExercise\nprice, USD  \nFair value of\nwarrants\ngranted\n\nin 2025 \n\nPre-funded warrants \n 666,666  \n 333,333  \n$0.50  \n€109,454 \n\nCommon warrants 1 \n 333,333  \n 166,667  \n$67.50  \n 51,558 \n\nCommon warrants 2 \n 600,000  \n 600,000  \n$67.50  \n 90,337 \n\nStand-alone PIPE warrants S1-S5 \n 62,208  \n 62,208  \n$15.0  \n 10,040 \n\nTOTAL \n 1,662,207  \n 1,162,208  \n    \n 261,389 \n\n \n\nF-60\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n*Strategic Advisory\nAgreement (continued)*\n\n \n\nIn addition to the equity-based\ncompensation, on the first anniversary of the agreement, which will occur in September 2026, Strategic Advisors are entitled to receive\ncash-based compensation that calculated as 1% per annum of the Company’s SOL assets under management (“SOL AUM”) up\nto $1.0 billion, and 0.5% per annum of SOL AUM exceeding that amount, measured as of each anniversary of the agreement’s effective\ndate.\n\n \n\nFor the year ended December 31, 2025, the Company recorded an accrued\nexpense of €237 for the SOL AUM strategic advisory fee based on estimated value of the SOL AUM and is categorized under general and\nadministrative operating expense in the statement of operations.\n\n \n\nSubsequently, on April 24, 2026 and May 1, 2026, two of the Strategic\nAdvisors joined the Company as Interim Chief Operating Officer and Chief Executive Officer, respectively. Refer to Note 18, Subsequent\nEvents, for more details and compensation information.\n\n \n\n*Pulsar Group Consulting\nAgreement*\n\n \n\nOn February 9, 2026,\nthe Company entered into an Advisory Services Agreement with the Pulsar Group Ltd., a related party, for advisory services supporting\nbusiness development in the Gulf region. One of the Strategic Advisors of the Company serves as the co-CEO of the Pulsar Group. Under\nthe agreement, the Pulsar Group is entitled to be paid a monthly fee of $250,000, effective January 1, 2026, pursuant to an amendment\ndated February 13, 2026. Subsequently, on April 24, 2026, the parties mutually agreed to pause payments and accrual of the monthly fee\neffective from April 24, 2026, while all other terms of the agreement remain in effect. As of April 24, 2026, the Company has incurred\n€812 in total expenses related to this agreement.\n\n \n\n*Other Equity-based\nCompensation Arrangement with Other Related Parties*\n\n \n\nThe Company recorded\n€3,228 in equity-based compensation expenses for the advisory services provided by another related party during the September 2025\nPIPE transaction. Similarly, that related party was granted with 20,000 equity warrants (post 10:1 reverse split) with an exercise price\nof $1.5 and the fair value of €3,228. Refer to Note 14 for the accounting assessment of these warrants. These warrants were fully\nexercised during the year ended December 31, 2025.\n\n \n\n*Solana Foundation*\n\n \n\nAs discussed in Note\n9, Digital assets, in October 2025, the Company entered into a Restricted Token Purchase Agreement with the Solana Foundation, a party\nrelated to the Company, to acquire SOL tokens at a 15% discount to the fair market price of SOL. In connection with this agreement, the\nCompany recorded a prepaid digital asset balance of €28,680 as of December 31, 2025 because the SOL tokens had not yet been delivered\nto the Company as of the reporting date. The Company recognized an impairment provision of €14,426 on the prepaid balance as of December\n31, 2025. Subsequently, in January 2026, these SOL tokens were delivered to the Company.\n\n \n\n**Other matters involving\ntransactions with related parties**\n\n \n\nAs discussed in Note 13, Share Capital and Other Reserves, during the\nyear ended December 31, 2025, the Company erroneously issued a total of approximately 54,000 Class B Ordinary Shares to related parties,\nwhich included the former Chairman of the Board and his affiliated companies. In connection with this error, the Company recorded a Shares\npending cancellation within the Shareholders Capital amounting to €22, representing approximately 54,000 shares multiplied by US$0.50\npar value of share. The management is currently seeking to recover these Class B shares that were erroneously issued from its related\nparties.\n\n \n\nIn addition, during the\nyear ended December 31, 2025, the Company did not properly cancel 567,380 Class A Ordinary Shares held by related parties, which included\nthe former Chairman of the Board and his affiliated companies. Although these shares are not legally outstanding as per the Company’s\nrecords, the Company did not follow the proper procedures to remove these shares from the Company’s Share Register. The management\nis currently evaluating its plan of actions with respect to these Class A Ordinary Shares.\n\n  \n\nF-61\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 17 – CHANGES IN PRESENTATION**\n\n \n\nDuring the year, the Company reviewed the presentation\nand classification of certain items in the primary financial statements and determined that a revised presentation would provide information\nthat is more reliable and relevant to users, consistent with IAS 1 or IFRS 18 on presentation and comparative information. Comparative\namounts have been reclassified to conform to the current year presentation; these changes affect only the presentation of line items\nand have no impact on profit or loss, total comprehensive income, total equity, net assets or cash flows.\n\n \n\n*Presentation of line items in the\nconsolidated statement of financial position*\n\n \n\nDuring the year, the Company changed\nthe presentation of certain items in the consolidated statement of financial position. Financial statement line items that are from related\nparties are no longer presented as a separate line item on the face of the statement of financial position and are instead included within\nthe relevant account, with the related party components disclosed in Note 16.\n\n \n\nIn addition, individually and in aggregate\nnot material financial statement line items such as inventories are now presented within ‘Other current assets’, and property\nand equipment and investments are presented together within ‘Other non-current assets’, reflecting the manner in which these\nassets are monitored by management.\n\n \n\nComparative information has been reclassified\nto conform to the current year’s presentation, where practicable. These changes in presentation did not affect the Group’s\ntotal assets, total liabilities, loss for the year or total equity.\n\n \n\n*Aggregation of “Cost of goods sold”*\n\n \n\nPreviously separate line item of “cost\nof goods sold” has been aggregated into general and administrative expenses as, individually and in aggregate, they are not material\nand are better presented in a summarized form in accordance with the aggregation and disaggregation principles in IAS 1 and IFRS 18.\nThis aggregation does not affect previously reported totals for cost of sales, profit or loss, total comprehensive income, total equity\nor cash flows.\n\n \n\n*Aggregation into “Other income (expense)*\n\n \n\nIncome and expense items that were\npreviously presented separately, including net fair value gains and losses on financial assets and financial liabilities, are now presented\ntogether within ‘Other income (expense)’, as the balances are individually immaterial and more understandable when presented\ncollectively, consistent with IFRS 18’s guidance on avoiding obscuring material information while permitting aggregation of immaterial\nitems. This change affects only the allocation of amounts between line items and does not impact profit or loss, total comprehensive\nincome, total equity, or cash flows.\n\n \n\n*Reclassification of comparative information\nand third statement of financial position*\n\n \n\nComparative information has been reclassified\nwhere necessary to align with the current year presentation; the nature, amounts, and reasons for the main reclassifications are described\nabove, in accordance with IAS 1 or IFRS 18 requirements for reclassifications. These reclassifications did not have a material effect\non the statement of financial position at the beginning of the preceding period, and therefore, no third statement of financial position\nhas been presented.\n\n \n\n*Change in reportable segments*\n\n \n\nThe Company has commenced and expanded\nits digital asset investment activities during the year. In connection with this development, management reorganized the internal reporting\nprovided to the chief operating decision maker (the “CODM”). As a result, beginning in the year ended 31 December 2025, the\nGroup identifies two reportable segments: Legacy Sports Portfolio and Digital Assets Treasury. The CODM now reviews the results and allocates\nresources across the two reportable segments.\n\n \n\nWhere practicable, comparative segment\ninformation has been re-presented to reflect the new basis of segmentation. Where it has not been practicable to re-present certain comparative\ninformation, this has been disclosed in the relevant tables, and, where practicable, current-period information is presented on both\nthe previous and the new basis of segmentation.\n\n \n\nF-62\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\n**NOTE 18 – SUBSEQUENT EVENTS**\n\n \n\nOn January 14, 2026, the Company settled its pending\nSOL purchase transaction, and received a total of 13,898 SOL tokens into its custody.\n\n \n\nOn January 19, 2026, Daniel McClory resigned\nfrom the Company’s Board of Directors, effective immediately. The resignation was not due to any disagreement. Concurrently, the\nCompany entered into a consulting agreement with Mr. McClory for advisory services related to strategic and capital markets matters.\n\n \n\nOn January 19, 2026, Alberto Libanori resigned\nas Head of Operations, effective January 31, 2026, with no disagreement noted.\n\n \n\nOn January 23, 2026, the Company announced that Avram Grant was appointed\nHead of Football Operations in connection with his ongoing consulting role, assuming responsibilities related to the Company’s football\noperations. Avram Grant is entitled to receive a monthly consulting fee of $30,000 for his services.\n\n \n\nOn January 22, 2026, the Company entered into\na Validator Services Agreement with RockawayX Infra Ltd. to continue the operation and maintenance of a Solana validator in the United\nArab Emirates to support the Company’s staking activities. RockawayX is responsible for all operating costs and activities related\nto the validator, while the Company is entitled to 100% of protocol-native staking rewards from its delegated SOL, and RockawayX retains\nnon-staking economic benefits, including MEV-related income. The Company is not required to stake any SOL with the validator or to do\nso exclusively. The agreement remains in effect until terminated by either party upon 30 days’ written notice in the event of an\nuncured material breach.\n\n \n\nOn February 5, 2026, The Company terminated the\npreviously announced non-binding term sheet with RockawayX Holding a.s. relating to the proposed acquisition of RockawayX a.s.\n\n \n\nOn February 9, 2026, the Company entered into\nan Advisory Services Agreement with the Pulsar Group Ltd. Refer to Note 16, Related Parties Transactions, for more information.\n\n \n\nIn February 2026, the Company received a notice\nof exercise from RBCH Ltd. pursuant to which RBCH Ltd. exercised pre-funded warrants to purchase 187,899 Class B Ordinary Shares of the\nCompany. The pre-funded warrants were exercised for cash at an exercise price of US$0.50 per pre-funded warrant share, and the Company\nreceived the related cash proceeds shortly after the exercise notice was submitted. Following the exercise, the Company issued the applicable\nClass B Ordinary Shares in accordance with the terms of the pre-funded warrant exercise notice.\n\n \n\nIn May 2026, the Company received an additional\nnotice of exercise from RBCH Ltd. pursuant to which RBCH Ltd. exercised pre-funded warrants to purchase 273,212 Class B Ordinary Shares\nof the Company. The pre-funded warrants were exercised for cash at an exercise price of US$0.50 per pre-funded warrant share, resulting\nin aggregate cash proceeds of approximately US$136,606. The cash proceeds were received around the date when the exercise notice was submitted,\nand the Company issued the related Class B Ordinary Shares in accordance with the terms of the pre-funded warrant exercise notice.\n\n \n\nOn March 10, 2026, the Company issued a notice\nof an Extraordinary General Meeting to be held on April 7, 2026, to consider several proposed shareholder resolutions. The Company announced\na strategic initiative to align its operations and corporate structure with its focus on Solana-based digital infrastructure, with primary\noperations centered in Abu Dhabi. The initiative, subject to shareholder approval, includes a proposed name change to Solmate Infrastructure\nPLC, amendments to the Company’s constitutional documents, and a planned 10-for-1 reverse stock split intended to position the\nCompany’s shares within a more conventional trading range. The proposed reverse stock split is expected to become effective following\na shareholder meeting scheduled for April 7, 2026. In addition, the Company plans to streamline its legacy sports portfolio by winding\ndown certain underperforming operations while retaining its flagship Italian football team.\n\n \n\nOn April 2, 2026, and April 5, 2026, Dr. Arthur\nLaffer and Viktor Fischer, respectively, resigned from the Board of Directors. Both resignations were not due to any disagreement with\nthe Company.\n\n \n\nF-63\n\n**BRERA HOLDINGS PLC**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n \n\nOn April 7, 2026, the Company held its Extraordinary\nGeneral Meeting (“EGM”), at which shareholders voted on previously proposed resolutions. Shareholders approved, among other\nmatters, the change of the Company’s name, amendments to the memorandum of association, and a 10-for-1 reverse share split, subject\nto implementation at the discretion of the Board of Directors.\n\n \n\nOn April 17, 2026, the Company entered into a\ndeed of transfer with Stabia Capital S.r.l. pursuant to which the Company agreed to sell its entire equity interest in S.S. Juve Stabia\nS.r.l., an Italian professional football club, for nominal consideration of €1.00. As part of the transaction, the buyer agreed\nto assume all outstanding debts, obligations, and liabilities of Juve Stabia.\n\n \n\nOn April 24, 2026, the Company entered into a\nRights Agreement with Equiniti Trust Company, LLC, as rights agent, pursuant to which the Board of Directors authorized the issuance\nof one purchase right for each outstanding Class B ordinary share. The rights will be distributed to shareholders of record on May 5,\n2026 and will expire on April 23, 2027. Each right entitles the holder to purchase one ordinary share at an exercise price of $6.00,\nsubject to the terms and conditions of the agreement. The Rights Agreement is intended to protect shareholders by discouraging acquisitions\nof control without Board approval, including by providing for potential dilution if a person or group acquires beneficial ownership of\n9.99% (or 20% for certain investors) or more of the Company’s outstanding shares without prior approval of the Board.\n\n \n\nOn April 23, 2026, the Company received a written determination from\nthe Listing Qualifications Staff of The Nasdaq Stock Market LLC indicating that the Company is not in compliance with the minimum bid\nprice requirement of $1.00 per share and that its Class B ordinary shares are subject to potential delisting. The Company intends to timely\nrequest a hearing, which will stay any delisting action pending the outcome of the hearing, during which time the Company’s shares\nwill continue to trade on Nasdaq. The Company expects to regain compliance with the minimum bid price requirement following the implementation\nof the stock split effected on May 14, 2026.\n\n \n\nOn April 24, 2026, Marco Santori was terminated\nas the Chief Executive Officer and director of the Company.\n\n \n\nOn April 24, 2026, the Board members approved the appointment of Guy\nHirsch, a Strategic Advisor to the Company, as Interim Chief Operating Officer, effective immediately and until May 1, 2026. No compensation\nwas paid to Guy Hirsch for the services rendered in his role as Interim Chief Operating Officer.\n\n \n\nOn April 29, 2026, Ron Sade, a Strategic Advisor\nto the Company, was appointed as the Company’s Chief Executive Officer (CEO), effective as of May 1, 2026. The new CEO compensation\npackage includes an annual base salary of $450,000 and a one-time sign-on bonus of $200,000, payable shortly after the commencement of\nemployment and subject to repayment if employment terminates within six months. The CEO is also entitled to a performance-based equity\naward in successive $1.6 million tranches upon achievement of specified share price appreciation targets and continued employment.\n\n \n\nOn May 5, 2026, the Company’s Board of\nDirectors approved the previously authorized 10-for-1 reverse share split, which is expected to become effective on or about May 14,\n2026, subject to Nasdaq processing and customary administrative procedures. Upon effectiveness, the Company’s outstanding Class\nB ordinary shares are expected to decrease from approximately 83.9 million shares to approximately 8.4 million shares. The reverse share\nsplit is intended to assist the Company in regaining compliance with Nasdaq’s minimum bid price requirement for continued listing.\n\n \n\nOn May 14, 2026, the Company effected a 1-for-10\nreverse share split of its ordinary shares (the “Reverse Share Split”). Following the Reverse Share Split, the Company’s\nClass B ordinary shares continued trading on the Nasdaq Capital Market under the symbol “SLMT” on a split-adjusted basis.\nThe Reverse Share Split was approved by the Company’s shareholders at an extraordinary general meeting held on April 7, 2026, and\nsubsequently approved by the Company’s board of directors on May 1, 2026. The Reverse Share Split was implemented to enable the\nCompany to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of at least $1.00 per share for continued\nlisting on Nasdaq. The amount of the Company’s shares, equity warrants, RSAs, RSUs and other equity instruments has been adjusted\nfor this 10:1 reverse share split in the presentation of these consolidated financial statements and the notes to the consolidated financial\nstatements.\n\n \n\nF-64\n\nOn June 24, 2025, the Company effected a one-for-ten share split of its Class A and Class B Ordinary Shares. All share and per-share information presented in these financial statements has been retrospectively adjusted to reflect the impact of the share split for all periods presented. The number of authorized shares and par value per share remain unchanged following the 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