{"url_path":"/sec/slmt/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1939965/0001213900-26-057974-index.html","accession_number":"0001213900-26-057974","cik":"0001939965","ticker":"SLMT","issuer_name":"Brera Holdings PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1939965/0001213900-26-057974-index.html","primary_entity_key":"0001939965","primary_entity_name":"Brera Holdings PLC"},"word_count":9544,"has_tables":true,"body_markdown":"Item 4. Information\non the Company\n\n \n\n4.A. History and Development of the\nCompany\n\n** **\n\n**Our Corporate History**\n\n \n\nWe currently do business under the name Solmate\nInfrastructure, the new operating name of Brera Holdings PLC (Nasdaq: SLMT) (“we,” “our,” “Solmate,”\n“us,” or the “Company”), following our strategic shift in September 2025 to focus on Solana infrastructure. We\nare a publicly traded Solana infrastructure company focused on building institutional-grade Solana staking, validation, and treasury\ninfrastructure, with a strategic focus on Abu Dhabi, United Arab Emirates. We were originally incorporated pursuant to the laws of Ireland\nas Brera Holdings Limited, a private company limited by shares under the Companies Act 2014 of Ireland, on June 30, 2022, as an international\nholding company focused on expanding a global portfolio of professional football clubs through a multi-club ownership (“MCO”)\nstrategy. Brera Holdings Limited re-registered as an Irish public limited company and was renamed as Brera Holdings Public Limited Company\non October 27, 2022. On April 7, 2026, we received shareholder approval at an extraordinary general meeting of our shareholders to, subject\nto the approval of the Registrar of Companies of Ireland, change the name of the Company from Brera Holdings Public Limited Company to\nSolmate Infrastructure Public Limited Company. We intend to effect such name change with the Registrar of Companies of Ireland, although\nthere can be no assurance that the Registrar of Companies of Ireland will approve it. Together with our strategic partners, we deploy\ncapital and hardware to drive Solana adoption across the Middle East and beyond. Our principal executive offices are located at Connaught\nHouse, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland.\n\n \n\nOur primary operations consist of managing a Solana-focused\ndigital assets treasury segment and legacy sport multi-club business segment. As a part of our digital assets treasury strategy, we have\npartnered with a third party service provider to operate a Solana validator on our behalf, which is configured to deliver superior validation\nperformance and native yield generation in the form of staking rewards. We will continue to seek to find innovative solutions aimed at\nreducing network latency, optimizing validator performance, and maximizing SOL staking yields. We continue to operate the MCO football\nbusiness, which we refer to throughout this Annual Report as our legacy sports business. Following our September 2025 strategic pivot\nto Solana infrastructure, we are actively evaluating strategic alternatives for this segment, including potential dispositions of club\nassets, with the objective of concentrating our capital, resources, and management attention on our Solana Infrastructure segment. We\nexpect the multi-club football segment to represent a diminishing component of our overall business over time. In April 2026, we entered\ninto a deed of transfer pursuant to which the Company agreed to sell the entirety of its equity interest in S.S. Juve Stabia S.r.l. (“Juve\nStabia”), an Italian professional football club competing in Serie B, the second highest division of Italian football.\n\n  \n\nWe consider these our two operating segments:\n\n \n\n●**Digital\nAssets Treasury**:\nfocuses on building, operating, and managing Solana validator infrastructure in Abu Dhabi,\nexecuting and managing our digital asset treasury strategy, and actively supporting the Solana\necosystem. This segment continuously evaluates capital market conditions, the broader crypto\neconomy, and macroeconomic factors in determining the timing and structure of financing transactions\nused to support the digital asset treasury strategy. The primary objective is to expand our\nexposure to the Solana ecosystem over the long term through infrastructure ownership, staking,\ntreasury accumulation, and native yield generation.\n\n \n\n●\n**Legacy\nSports Business (Multi-Club\nFootball):**\noperates our portfolio of professional and semi-professional football clubs across multiple\njurisdictions. As described further below, we are actively evaluating strategic alternatives\nfor this segment as part of our focus on Solana infrastructure and do not intend to make\nadditional capital investments in this segment.\n\n \n\nOur corporate address and registered office are\nlocated at Connaught House, 5th Floor, One Burlington Road, Dublin 4, DO4 C5Y6, Ireland. The phone number of our registered office is\n+353 1 237 3700.\n\n \n\nOur agent for service of process in the United\nStates is Cogency Global Inc.,122 East 42nd Street, 18th Floor, New York, NY 10168, (800) 221-0102.\n\n \n\nThe SEC maintains an Internet site at http://www.sec.gov\nthat contains reports, proxy and information statements, and other information that we file electronically with the SEC. \n\n \n\nOur website can be found at www.solmate.com.\nOur website for our legacy business can be found at www.breraholdings.com. The information contained on, or that can be accessed through,\nour websites is not a part of this Annual Report, nor is such content incorporated by reference herein, and should not be relied upon\nin determining whether to make an investment in our Class B Ordinary Shares.\n\n \n\n44\n\n \n\n \n\nInitial Public Offering\n\n \n\nOn January 26, 2023, we entered into an underwriting\nagreement with Revere Securities, LLC, as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s\ninitial public offering (the “Offering”) of 1,500,000 Class B Ordinary Shares (the “Offering Shares”) of the\nCompany, at an Offering price of $5.00 per share.\n\n \n\nThe Offering Shares commenced trading on the\nNasdaq Capital Market under the symbol “BREA” on January 27, 2023. The closing of the Offering took place on January 31,\n2023. After deducting underwriting discounts and commissions and non-accountable expense allowance, the Company received net proceeds\nof approximately $6,900,000 from the Offering.\n\n \n\nIn October 2025, the Company changed its ticker\nsymbol on the Nasdaq Capital Market. Effective at the open of trading on October 3, 2025, the Class B Ordinary Shares of the Company\nbegan trading on the Nasdaq Capital Market under the symbol “SLMT.”\n\n \n\nRecent Developments\n\n* *\n\n*Nasdaq Deficiency Notice*\n\n \n\nOn April 23, 2026, the Company received the Staff\nDetermination from the Listing Qualifications Staff of Nasdaq, notifying the Company that the Staff has determined to delist the Company’s\nClass B ordinary shares from The Nasdaq Capital Market unless the Company requests an appeal of the determination before the Panel by\nApril 30, 2026.\n\n \n\nThe Staff Determination was issued pursuant to\nNasdaq Listing Rule 5810(c)(3)(A)(iv) on the grounds that the Class B ordinary shares failed to maintain a minimum closing bid price\nof $1.00 per share for thirty (30) consecutive business days from March 11, 2026 through April 22, 2026, as required under Nasdaq Listing\nRule 5550(a)(2). The Company is ineligible for a 180-calendar day compliance period due to the fact that the 1-for-10 reverse stock split\neffected on June 26, 2025 was completed within one year of the current bid price deficiency.\n\n \n\nThe Company timely requested a hearing before\nthe Panel pursuant to Nasdaq Listing Rule 5815(a). The hearing process provides the Company with an opportunity to present a plan to\nrestore compliance with all applicable listing standards. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B), the filing of the hearing request\nautomatically stayed any suspension or delisting action pending the hearing and the issuance of the Panel’s written decision. During\nthis period, the Class B ordinary shares will continue to be listed and traded on Nasdaq under the ticker symbol “SLMT.”\n\n \n\nAs previously disclosed, the Company’s\nshareholders approved a 10-for-1 reverse share split of the Class B ordinary shares of the Company at an extraordinary general meeting\nof shareholders held on April 7, 2026, subject to a determination of the Company’s Board to effectuate the reverse share split\nin its sole discretion. On May 1, 2026, the Board approved such 10-for-1 reverse share split effective as of May 14, 2026. As such, the\nBoard expects the Company to regain compliance with the Minimum Bid Price Requirement now that the reverse share split has been effectuated,\nalthough there can be no guarantee.\n\n \n\nThere can be no assurance that the Panel will\ngrant the Company’s request for continued listing or that the Company will be able to evidence compliance with all applicable Nasdaq\nlisting criteria within any period of time that the Panel may grant. If the Company is not successful in the appeal process, the Company\nmay consider additional alternatives, including a potential transfer of its listing to another exchange or quotation on an over-the-counter\nmarket.\n\n \n\n*Juve Stabia Disposition*\n\n \n\nOn April 17, 2026, the Company entered into a\ndeed of transfer (the “Deed of Transfer”) with Stabia Capital S.r.l. (the “Buyer”), pursuant to which the Company\nagreed to sell the entirety of its equity interest in Juve Stabia to Buyer. Pursuant to the terms of the Deed of Transfer, the Buyer\nagreed to purchase the Company’s equity interest in Juve Stabia for total consideration of €1.00 and the Buyer also agreed\nto assume all of Juve Stabia’s outstanding debts, obligations and other liabilities.\n\n \n\n45\n\n \n\n \n\n*Rights Agreement*\n\n \n\nOn April 24, 2026, the Company entered into a\nRights Agreement (the “Rights Agreement”) with Equiniti Trust Company, LLC, as rights agent. The Board has authorized the\nissuance of one purchase right (a “Right”) for each outstanding Class B Ordinary Share. Each Right represents the right to\npurchase one Class B Ordinary Share, upon the terms and subject to the conditions of the Rights Agreement. The Rights were issued to\nthe shareholders of record on May 5, 2026, and will expire on April 23, 2027.\n\n \n\nThe Board has adopted the Rights Agreement to\nenable all shareholders of the Company to realize the long-term value of their investment in the Company and to guard against attempts\nto acquire control of the Company at an inadequate price. In general terms, the Rights Agreement works by causing significant dilution\nto any person or group that acquires 9.99% (or 20% in the case of an existing “13G Investor” as defined in the Rights Agreement)\nor more of the outstanding ordinary shares of the Company without the prior approval of the Board. The Rights Agreement is not intended\nto prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all shareholders.\nRather, the Rights Agreement aims to provide the Board with adequate time to fully assess any takeover proposal and therefore comply\nwith its fiduciary duties and to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.\nThe issuance of Rights is not taxable to the Company or to shareholders and will not affect reported earnings per share.\n\n \n\nPulsar Agreement\n\n \n\nOn February 9, 2026, the Company entered into an advisory services\nagreement, effective from January 1, 2026, with Pulsar Group Ltd., an Abu Dhabi-based firm, to serve as its exclusive consultant for business\ndevelopment in Gulf Cooperation Council (GCC) countries, at a monthly fee of $250,000 over an initial two-year term. The agreement was\nsubsequently amended on February 13, 2026 to clarify that such fees commenced as of January 1, 2026. On April 24, 2026, the Company and\nPulsar Group mutually agreed to suspend payment and accrual of the monthly fee until further notice, as part of the Company’s broader\ninitiative to reduce annualized operating costs.\n\n** **\n\n**Principal Capital Expenditures**\n\n \n\nOur capital expenditures for the years ended\nDecember 31, 2025, 2024, and 2023, were nil.\n\n \n\n4.B. Business\nOverview\n\n** **\n\n**Solana Overview**\n\n \n\nSolana is a decentralized open-source Layer-1\nblockchain optimized for speed, cost-efficiency, and scalability. No single entity owns or operates the network, which is maintained\nby the decentralized user base. It is an integrated, high-performance global network that enables fast, secure, and low-cost digital\ntransactions. The network enables users to instantly send money globally through Solana Pay, trade digital assets, utilize smart contracts,\nand buy or sell fungible and non-fungible tokens at a fraction of a cent in fees.\n\n \n\nThe Solana Network was developed to solve scalability\nand transaction speed issues experienced with traditional blockchains by using an innovative blockchain architecture. This architecture\ncombines Proof-of-History (“PoH”) with Proof-of-Stake (“PoS”) to reduce the time and overhead required for validators\nto reach consensus on transaction order. PoH is a digital timestamp mechanism that enables the network to track the time and order of\ntransactions, providing faster transaction processing speeds and larger transaction capacity than other blockchain networks such as Bitcoin\nand Ethereum. PoS is used to incentivize SOL holders to validate transactions through staking. Users of the network initiate transactions\nthat are timestamped, verified by validators, and recorded on the blockchain ledger for a low transaction fee.\n\n \n\nTransaction fees include base fees and priority\nfees. Each transaction includes a base fee, which is a fixed charge used to compensate validators. Users of the Solana Network may also\npay an optional priority fee to expedite transaction validation during periods of increased network activity. All transaction fees are\npaid with the network’s native token, SOL, and a portion of each fee is permanently destroyed. The native token is also used in\nstaking, for participation in the network’s governance, and as payment to validators for securing the network and processing transactions.\n\n \n\nThe Solana Protocol was initially developed by\nAnatoly Yakovenko in a 2017 whitepaper, with the first mainnet launched in March 2020. Development of the Solana Network is overseen\nby the Solana Foundation (the “Foundation”), a non-profit organization based in Switzerland, and Solana Labs, Inc. (“Solana\nLabs”), a Delaware corporation, which administered the initial launch of the network and token distribution. Although the Foundation\nand Solana Labs have some influence over the developmental direction of the Solana Network, changes to the protocol must be accepted\nby validators that collectively represent a supermajority (two-thirds) of the cumulative validations on the Solana blockchain.\n\n \n\n46\n\n \n\n \n\n*Proof-of-Stake*\n\n \n\nThe Solana Network utilizes a PoS consensus mechanism,\nwhich enables SOL token holders to earn rewards by participating in securing the network through a validation process commonly known\nas staking. Staking is performed by network node operators, known as validators, to ensure that transactions are verified and properly\nrecorded on the blockchain network. In order to become a validator, each node operator must meet certain hardware and technical requirements,\ninstall Solana Network software protocols, and delegate SOL onto the validator. Validators are rewarded with newly minted SOL for staking\non the Solana Network.\n\n \n\nThe amount of rewards received varies and is\nbased on the Solana Network’s annual inflationary rate, validator performance, and total SOL staked to the validator as compared\nto the total Solana Network. Generally, the greater the amount of SOL delegated, the higher the probability of being selected to validate\ntransactions and earn rewards. To increase the probability of being selected, validators may offer staking services to institutions and\nindividuals through crypto exchange platforms and institutional partnerships for a commission. The Solana Network was created with economic\nincentives in place to discourage malicious behavior. While programmatic slashing, as implemented in other networks such as Ethereum,\nis not currently active on Solana, it may be introduced in the future. Currently, slashing on the Solana Network is determined through\nsocial consensus in response to network halts caused by validator misconduct or “safety violations.”\n\n \n\nStaking is widely used as an alternative to proof-of-work\n(“PoW”) mining and is generally viewed as more energy-efficient and accessible, as it does not require specialized hardware\nor high electricity consumption. Instead, staking leverages ownership of digital assets to help secure the network and validate transactions.\n\n \n\n*Solana Token Economics*\n\n \n\nThe Solana Network protocol follows a declining\ninflationary model to reward validators. At network launch, the inflationary rate was approximately 8.0%. That rate declines by 15% each\nepoch-year, approximately 180 epochs (generally 365 calendar days), until it reaches a long-term terminal rate of 1.5%. As of December\n31, 2025, Solana’s inflationary rate was approximately 4.2%. In addition to inflationary rewards, validator and delegator income\ncan include transaction fees, priority fees, and maximal extractable value (“MEV”) captured by the network.\n\n \n\n*Solana Supply*\n\n \n\nSince its launch the Solana Network has grown\nto 567.4 million SOL tokens as of December 31, 2025. SOL does not have a fixed maximum supply, with new SOL tokens introduced primarily\nthrough inflationary rewards distributed to validators and delegators. However, the Solana Protocol features a burn mechanism where a\nportion of all transaction fees is permanently destroyed, creating the potential for the network to become deflationary with sufficient\nusage. As of December 31, 2025, SOL had a market capitalization of over $70.0 billion and an average daily trading volume of approximately\n$5.6 billion in 2025. \n\n \n\n*Solana Price*\n\n \n\nThe price of SOL has historically been highly\nvolatile and will likely continue to be volatile. SOL’s price may fluctuate significantly in a short period of time. The price\nof SOL is impacted by, among other things, the usage levels on the Solana Network, market speculation of SOL and the cryptoeconomy, and\ninvestment and trading activities of large investors that invest directly or indirectly in SOL. The price of SOL may also be adversely\nimpacted by changes to the regulatory environment. We do not currently hedge our exposure to SOL price fluctuations, but may do so in\nthe future.\n\n \n\n*Solana Use Cases*\n\n \n\n*Solana Pay.* Enables users to instantly\nsend money globally. Solana Pay is an open-source protocol built on the Solana blockchain — anyone can build on or transact with\nSolana Pay. The Solana Foundation has partnered with prominent global financial networks in connection with Solana’s growing payments\ninfrastructure.\n\n* *\n\n*Decentralized Exchanges (“DEXs”).*\nEnables users to trade digital assets through decentralized exchanges built on the Solana Network, such as Orca and Raydium. As of December\n31, 2025, the average daily DEX volume on Solana was approximately $4.0 billion.\n\n* *\n\n*Smart Contracts.* Enable users, through\nplatforms such as Jupiter and Kamino, to enter into lending, borrowing, and staking transactions. As of December 31, 2025, Jupiter, a\nleader in total locked value on the Solana Network, had total value locked of approximately $2.1 billion.\n\n* *\n\n47\n\n \n\n* *\n\n*Real World Assets (“RWAs”).*\nReal World Assets (“RWAs”). Solana has emerged as a leading settlement layer for the tokenization of real world assets. RWA\nvolume on Solana has grown rapidly and the number of RWAs on Solana has grown significantly year-over-year. Financial institutions and\ncapital markets participants, including major global financial institutions, are increasingly choosing Solana as the infrastructure layer\nto tokenize and settle real world assets.\n\n* *\n\n*Payments and Stablecoins.* Major payments\ncompanies are choosing Solana as the infrastructure layer for consumer and institutional payments and remittances. As of March 2026,\nstablecoin supply on Solana was approximately $17 billion, more than double its previous all-time high. Global crypto card payment volume\nutilizing Solana’s infrastructure has grown significantly, reaching approximately $1.5 billion per month by August 2025.\n\n* *\n\n*Agentic AI Applications.* Solana is emerging\nas a preferred settlement layer for autonomous AI agents due to its high throughput, sub-second finality, and ultra-low transaction costs,\nenabling seamless machine-to-machine payments, decentralized finance interactions, and on-chain economic coordination at scale. As agentic\nAI ecosystems grow, structural demand for SOL is expected to increase as agents require frequent, efficient blockchain access.\n\n** **\n\n**Digital Assets Segment**\n\n \n\n*Overview*\n\n \n\nThe Digital Assets segment executes and manages the Company’s\ndigital asset treasury strategy with the purpose of purchasing, holding, and compounding our digital asset holdings through operating\nvalidators through partnerships, staking, and actively supporting the Solana ecosystem. Revenue is primarily generated through staking\nyields from our SOL holdings delegated to our partner-operated validator. We also generate yield, to a lesser extent, by delegating a\nportion of our holdings to external validators.\n\n \n\n*Validator Operations*\n\n \n\nWe have engaged a third-party service provider to operate a validator\non our behalf for the purpose of participating in the Solana Network’s proof-of-stake consensus mechanism. This validator, which\nis solely owned and operated by the third-party service provider, participates in securing the Solana Network by creating and validating\ntransactions on the blockchain pursuant to the Solana Network’s PoS consensus protocol. In exchange for the validation services\nperformed by our third-party operator, we receive SOL staking revenue, which may vary based on several factors including the Solana Network’s\nannual inflationary rate, the performance of the validator, and the amount of SOL delegated to the validator as compared to the total\nSolana Network, which may include our own SOL holdings and those of our external stakers.\n\n \n\nBecause we do not directly manage the operation\nof the validator, we are dependent on our third-party validator operator for the technical infrastructure, personnel, and internal processes\nnecessary to maintain validator performance. Our third-party validator operator may be subject to financial, legal, regulatory, and labor\nissues, cybersecurity incidents, hardware or software failures, or other disruptions beyond our control. If our third-party validator\noperator experiences any such disruption or fails to perform its obligations adequately, we may be unable to procure alternative services\nin a timely manner and on acceptable terms, or at all, and may be subject to business disruptions, financial losses, customer dissatisfaction,\nreputational damage, regulatory proceedings, or other adverse consequences. Furthermore, our third-party validator operator may breach\nits agreement with us, disagree with our interpretation of contract terms, refuse to continue or renew services on commercially reasonable\nterms, or take actions that degrade the functionality or performance of the validator. There can be no assurance that our third-party\nvalidator operator will continue to provide services on acceptable terms, or at all.\n\n \n\nWe receive staking rewards from our own SOL holdings for validation\nservices provided at the end of each Solana epoch, which is less than three days. We monitor the performance of our third-party validator\noperator and periodically assess whether its infrastructure remains compatible with the Solana ecosystem and meets the performance standards\nthat we have established for our institutional stakers. We intend to reinvest earned validator revenue by re-staking it to the validator\nwhere it will continue to generate rewards; however, we may from time to time monetize staking rewards for cash to fund operating and\nworking capital requirements. To date, we have not set a minimum or maximum amount of SOL holdings that may be staked to the validator.\n\n \n\n48\n\n \n\n \n\n*External Staking*\n\n \n\nWe may from time to time delegate a portion of our SOL holdings to\nexternal validators that are operated by another third party with the objective of generating incremental yield while supporting the Solana\necosystem validation process. In exchange for delegating digital assets to external validators, we receive a portion of the validators’\ntotal earned rewards in the form of SOL, net of any applicable commission fees. The rewards generated from external staking have not been\nmaterial to the results of our operations to date. The commissions that we pay, if any, for external staking services vary per validator,\nas each establishes its own rate. Solana validators have a bonding and unbonding period of one epoch, which lasts approximately three\ndays, during which we are not able to withdraw or liquidate our staked SOL. Given the limited scale of our external staking activity,\nwe believe any resulting illiquidity would have a minimal impact on our financial condition. We have not set a minimum or maximum amount\nof SOL holdings that may be staked to external validators, and we do not expect external staking to constitute a significant portion of\nour overall treasury strategy.\n\n \n\n*Digital Asset Treasury*\n\n \n\nOur digital asset treasury strategy includes accumulating and actively\nmanaging SOL and SOL-related digital assets. We value our SOL assets under management (“AUM”) using the current market price\nof Solana.\n\n \n\nAs of March 31, 2026, we held approximately 1.2 million SOL and common\nshares of a private crypto-related company with an estimated fair value of approximately $7 million.\n\n \n\nWe do not currently maintain a specific target for the amount or type\nof digital assets we intend to acquire or hold. We believe that investing in the Solana ecosystem through its native token and partner-operated\nvalidator infrastructure provides a differentiated opportunity to create long-term shareholder value. In addition to holding SOL, our\ntreasury strategy may from time to time include the use of liquid staking tokens (“LSTs”), options, and decentralized finance\n(“DeFi”) protocols as part of our capital allocation strategy for assets not required to provide working capital for our ongoing\noperations. We intend to reinvest staking and validator revenue earned on SOL held by the Company into our digital asset treasury strategy;\nhowever, we may from time to time monetize staking rewards for cash to fund operating and working capital requirements.\n\n \n\n*UAE Infrastructure and Strategy*\n\n \n\nAbu Dhabi serves as the Company’s strategic focus. Our validator,\nco-operated with a third-party service provider, is physically located in the UAE, reinforcing our commitment to building locally anchored\ninfrastructure within the jurisdiction. We believe the UAE represents one of the most favorable jurisdictions globally for Solana infrastructure\ndevelopment. As a leading global financial hub with deep pools of sovereign and institutional capital, established free-zone frameworks,\nand a demonstrated commitment to innovation, the UAE offers a proactive and comprehensive regulatory framework for digital assets administered\nby the Abu Dhabi Global Market (“ADGM”), the Dubai Financial Services Authority (“DFSA”), and the Virtual Assets\nRegulatory Authority (“VARA”). The UAE’s regulatory leadership, combined with its position as a crossroads for significant\nsovereign and institutional capital flows, creates a unique environment for the growth of our Solana infrastructure platform. We aim to\nhelp establish the UAE as a leading hub of the Solana ecosystem, providing regional investors with the opportunity to capitalize on Solana’s\nnative yield-generating capabilities while supporting the growth of the Solana network and aligning with the UAE’s digital transformation\nagenda. Over time, we intend to expand our service offerings to clients in the UAE and across the broader Middle East and North Africa\nregion, leveraging our local presence and regulatory positioning to serve institutional participants seeking exposure to Solana-based\ninfrastructure solutions.\n\n \n\nOur partnership (through an advisory agreement) with Pulsar Group,\nan advisory firm based in Abu Dhabi specializing in helping technology disruptors navigate complex regulatory environments, build strategic\npartnerships, and accelerate market expansion, facilitates our adoption and growth in the UAE and the broader Gulf region. Our partnership\n(through a validator services agreement) with RockawayX contributes operational expertise in validator design, deployment, and management.\nWe have significant investors based in the UAE, which we believe can provide ongoing institutional support for our mission and reinforcing\nour alignment with the region’s financial ecosystem. In addition, the Solana Foundation has the right to appoint two seats to our\nBoard of Directors, further deepening our alignment with the Solana ecosystem’s core institutions.\n\n \n\n*Digital Asset Acquisition Channels*\n\n \n\nTo facilitate our staking program and treasury strategy, we acquire\nSOL primarily through over-the-counter (“OTC”) and spot trading platforms. We also accumulate SOL from staking rewards generated\nthrough our partner-operated validator and, where applicable, from external delegation activities.\n\n \n\n49\n\n \n\n \n\n**Trading Counterparty**\n\n \n\nThe Company’s Solana holdings are safeguarded\nby Anchorage Digital Bank National Association, BitGo Bank & Trust, National Association, and Kraken Financial (Payward Financial,\nInc.) (collectively, the “Solana Custodians”). The Solana Custodians maintain the private keys necessary to access and transfer\nthe Company’s Solana, with the allocation between cold storage and hot wallet environments determined by the Company’s trading\nand staking activity levels. The Company has evaluated the procedures and internal controls of the Solana Custodians to safeguard its\nSolana holdings, including the institutional-level services offered, security protocols, insurance coverage, and regulatory compliance\nrecords maintained by each custodian. In selecting its custodial counterparties, the Company requires that each counterparty demonstrate\nrobust security infrastructure, maintain appropriate insurance policies covering digital asset losses, and operate under an applicable\nregulatory and compliance framework. The transfer of Solana to and from authorized participants is directed by the Company. If the Solana\nCustodians’ internal procedures and controls prove inadequate, and the Company’s private key(s) is(are) lost, destroyed,\nor otherwise compromised without accessible backup, the Company will be unable to access its Solana, which could adversely affect the\nCompany’s financial condition. In addition, if the Company’s private keys are misappropriated and its Solana holdings are\nstolen, the Company could lose some or all of its holdings, which could adversely impact its financial condition.\n\n \n\n**Network and Technology**\n\n \n\nOur Digital Assets Treasury operations are dependent on the continued\ndevelopment, adoption, and functionality of the Solana Network. Changes to the Solana Network, including upgrades, protocol changes, and\ngovernance decisions, may impact staking mechanics, reward rates, validator economics, or network participation requirements. Our staking\noperations rely in part on external service providers, including custodians, to assist in monitoring performance, managing staking activities,\nand safeguarding delegated digital assets. These external staking service providers are subject to risks associated with cybersecurity\nattacks, network disruptions, and evolving technical standards.\n\n \n\nOur validator operating partner manages hardware\nlocated in Abu Dhabi, which require active management and oversight. This hardware is subject to risks associated with cybersecurity\nattacks, network disruptions, and evolving technical standards.\n\n \n\n**Competition**\n\n \n\nOur Solana Infrastructure segment operates in\na highly competitive and ever-changing crypto landscape and faces significant competition, including but not limited to, larger digital\nasset treasury companies, specialized Solana staking infrastructure providers, independent validator operators, cloud-based node-hosting\nproviders, and digital asset trading platforms that offer staking-as-a-service products. We also compete against traditional financial\nservice providers and infrastructure companies that have entered or are seeking to enter the Solana validator and staking market. The\nUAE’s emergence as a growing hub for digital asset infrastructure may attract additional regional and international competitors.\nThe cryptoeconomy is continuously expanding, and we expect to face competition from new entrants in the future as the adoption of digital\nassets and Solana-based applications continues to grow.\n\n \n\n**Seasonality**\n\n \n\nResults for our validator operations may be subject\nto cyclical variability as Solana epochs may not coincide with calendar days, months, or years. Network activity, staking participation,\ntransaction volumes, and digital asset prices may be impacted by broader market conditions, protocol changes, investor sentiment, and\nmacroeconomic factors, which may cause our Solana Infrastructure segment results to vary from period to period.\n\n** **\n\n**Legacy Sports Business (Multi-Club Football)\nSegment**\n\n* *\n\n*Overview*\n\n \n\nFollowing our September 2025 strategic pivot\nto Solana infrastructure, we continue to operate this segment as our legacy business and maintain certain of our existing football club\nholdings; however, we are actively evaluating strategic alternatives for the segment, including potential dispositions of one or more\nclub assets, with the objective of concentrating our resources and management attention on the Solana infrastructure segment. For example,\nin October 2025, we decided to cease operations in Mozambique and Mongolia, and in April 2026, we entered into a deed of transfer pursuant\nto which we agreed to sell the entirety of our equity interest in S.S. Juve Stabia S.r.l. During this evaluation period, we do not intend\nto make significant additional capital investments in the legacy segment, and we expect its relative contribution to our consolidated\nbusiness to diminish over time. The football club assets are excluded from our digital asset treasury holdings updates, reflecting their\ndistinct strategic and financial character from our primary Solana Infrastructure operations.\n\n* *\n\n50\n\n \n\n* *\n\n*Multi-Club Football Industry*\n\n \n\nFootball is one of the most popular spectator\nsports globally, commercialized through sponsorship, merchandising, broadcasting, and related activities.\n\n \n\nOur Legacy Sports Business (Multi-Club Football Operations) have involved\nthe acquisition and management of football clubs in Eastern Europe, Africa and other markets, where lower costs of operations have provided\nrevenue opportunities through UEFA and other football competition prizes, the global transfer market, and sponsorships. In June 2021,\nBrera FC formed the FENIX Trophy, a non-professional pan-European football tournament recognized by UEFA. In July 2023, we acquired a\nmajority stake in UYBA, an Italian Serie A1 women’s professional volleyball team. However, on June 17, 2025, we sold our remaining\n48.94% interest in UYBA and no longer have volleyball teams in our portfolio. In addition, in October 2025, we decided to cease operations\nin Mozambique and Mongolia, and in April 2026, we entered into a deed of transfer pursuant to which we agreed to sell the entirety of\nour equity interest in S.S. Juve Stabia S.r.l.* *\n\n \n\n*Legacy Sports Business Operations*\n\n \n\nOur Legacy Sports Business Operations have historically operated in\nthe following markets:\n\n \n\n●**Market\nfor Football Competition Prizes**.  Our European football clubs have been eligible\nto participate in UEFA competitions, including the Champions League (CL), the Europa League\n(EL), and the Europa Conference League (Conference). Clubs are generally admitted either\nautomatically based on UEFA’s access criteria or through qualifiers, and admitted clubs\nmay receive participation prizes and other competition-related revenues. Clubs from smaller\nEuropean countries, including countries where we have acquired clubs, generally cannot gain\nautomatic admission to the CL or EL but can potentially reach the league phase through qualifiers,\nwhich may also generate participation revenues depending on the stage reached. Our acquired\nand managed football teams have competed, and may continue to compete, in UEFA’s CL,\nEL and Conference tournaments.\n\n \n\n●**Global\nTransfer Market**.  Our clubs have provided professional players whose transfers\nto other clubs generate fee income. Transfer market activities have focused on younger players\nfrom Eastern Europe, Africa and South America, and are subject to applicable local immigration\nlaws and regulations (see “*Laws and Regulations*” below).\n\n \n\n●**Sponsorships**. \nOur ownership and management of clubs across multiple countries has provided a basis for\nattracting sponsors, with lower operational costs in certain markets allowing competitive\nsponsorship terms. Our football clubs and the FENIX Trophy tournament have provided sponsorship\nopportunities for brands to associate with our teams and events.\n\n* *\n\n**Historical Football Business Strategy**\n\n \n\nOur current approach for our legacy sports segment\nis focused on maintaining operations and preserving value while we evaluate strategic alternatives, with capital allocation and management\nattention prioritized toward our Solana infrastructure business. We intend to retain existing fans, supporters and sponsors and to maintain\ncommunity-oriented initiatives associated with the Brera FC brand and related projects. We may continue to use local marketing, social\nmedia and community-oriented initiatives to support the profile of these assets, but we do not expect to pursue the expansion-oriented\nstrategy we followed prior to our September 2025 strategic pivot to Solana infrastructure. Prior to that pivot, we pursued an international\nexpansion and licensing strategy for the Brera FC brand through acquisitions and management agreements in multiple jurisdictions.\n\n \n\nWe are currently evaluating strategic alternatives\nfor our Multi-Club Football Operations, including potential dispositions or other strategic transactions. For example, in October 2025,\nwe decided to cease operations in Mozambique and Mongolia, and in April 2026, we entered into a deed of transfer pursuant to which we\nagreed to sell the entirety of our equity interest in S.S. Juve Stabia S.r.l.\n\n \n\nThere can be no assurance that the evaluation\nof additional strategic alternatives will result in any particular transaction or outcome with respect to our Multi-Club Football Operations.\nWe will continue to operate these assets in the ordinary course while the evaluation is underway.\n\n** **\n\n51\n\n \n\n \n\n**Competition in the Legacy Sports Business**\n\n \n\nThe Company has operated in a multi-club ownership\nmodel, and as such, we do not believe there is any single market for which we have a well-defined group of competitors.\n\n \n\nThe most prominent multi-club ownership operator\nis City Football Group Limited (CFG), which owns or has partnerships with over 20 clubs worldwide, anchored by Manchester City F.C. in\nthe English Premier League. CFG is privately held and, to the Company’s knowledge, has not pursued a public listing. Our competitors\ngenerally have economic resources substantially greater than ours and may have lower cost structures, allowing them to retain significantly\ngreater operating and financial flexibility.\n\n** **\n\n**Intellectual Property in the Legacy Sports\nBusiness**\n\n \n\nOur Multi-Club Football Operations maintain a\nportfolio of registered trademarks and trademark applications, including “Brera FC,” “FENIX Trophy” and the club\ncrest, with registrations in Italy and applications pending in other jurisdictions. Brera FC holds a non-exclusive license to use these\ntrademarks. We also procure copyright protection for materials such as logos, photographic images and audio-visual footage where possible,\nand pursue enforcement actions against trademark infringements on a cost-effective basis.\n\n** **\n\n**Seasonality in the Legacy Sports Business**\n\n \n\nOur revenues and expenses have been seasonal,\nand we expect they will continue to be seasonal.  Due to the playing season, revenues from our legacy business are typically concentrated\nin the third and fourth fiscal quarters of each fiscal year ended December 31.  As a result, our operating results and cash flow\nwith respect to our legacy business reflect significant variation from period to period and will continue to do so in the future.\n\n** **\n\n**Laws and Regulations**\n\n \n\nRegulations Applicable to the Solana Infrastructure\nSegment\n\n \n\nOur Solana Infrastructure segment operates in\na complex and constantly evolving regulatory environment. It is subject to various federal, state, and local laws and regulations in\nthe United States as well as the laws of other jurisdictions in which we operate, including Ireland and the United Arab Emirates. The\nlaws and regulations that we are primarily subject to include securities laws and laws applicable to digital asset and cryptocurrency\nactivities established by the relevant jurisdictions, and failure to comply with applicable laws, both those currently in effect and\nfuture legislation, could expose us to fines and penalties.\n\n \n\nRegulatory authorities, including the SEC, the\nCommodity Futures Trading Commission (“CFTC”), the U.S. Department of the Treasury, and the Internal Revenue Service (“IRS”),\nmay determine that certain digital assets, staking arrangements, validator activities, or related economic interests constitute securities,\ncommodities, or other regulated financial instruments. In addition, Congress is considering comprehensive market structure legislation\nfor digital assets, which may define digital assets in a manner that would result in heightened regulatory requirements. Any such regulatory\nor legislative changes could subject us to additional registration, disclosure, compliance, or reporting requirements, restrict our ability\nto hold or stake digital assets, or require changes to our business model.\n\n \n\n*Securities and Investment Company Regulation*\n\n \n\nWe are subject to the Securities Act and the\nExchange Act with respect to our public reporting obligations and securities transactions. We monitor our activities for purposes of\nthe Investment Company Act of 1940, as amended (the “Investment Company Act”), and believe that our digital asset holdings\nand validator operations are conducted in furtherance of our operating business and treasury management strategy, rather than as an investment\ncompany engaged primarily in investing or trading securities. However, the application of the Investment Company Act and related securities\nlaws to digital asset treasury companies is subject to evolving regulatory interpretation. An adverse determination could require us\nto restructure our operations, limit the composition of our assets, or register under one or more regulatory regimes.\n\n \n\nIn March 2026, the SEC issued an interpretation\nregarding the application of federal securities laws to certain types of crypto assets (the “Crypto Asset Interpretation”).\nThe SEC’s interpretation confirmed that it views digital commodities, including SOL, as commodities and not as securities. The\ninterpretation also discusses situations in which a non-security digital commodity could become subject to an investment contract that\nis a security.\n\n \n\n52\n\n \n\n \n\n*Staking and Validator Operations*\n\n \n\nBy virtue of the validator operations conducted\nby our partner, we may be deemed to be engaged in the operation of validators and participation in the Solana Network’s PoS consensus\nmechanism by staking SOL. Validator operations are governed by protocol-level rules and subject to network-specific requirements relating\nto performance, uptime, and participation. Future laws, regulations, or enforcement actions could impose additional compliance obligations,\nrestrict staking activities, or subject validator operations to licensing or registration requirements. Changes in protocol or regulatory\nrules could adversely affect the operational results of our validator operations. Additionally, regulators have increasingly scrutinized\nstaking activities, specifically relating to external service providers marketing staking as a yield-generating product.\n\n \n\n*Taxation*\n\n \n\nThe U.S. federal income tax treatment of digital\nassets, including staking rewards and validator income, remains subject to limited guidance and evolving interpretation. The IRS has\nissued guidance addressing certain aspects of digital asset taxation, but additional guidance or legislative changes could affect the\ntiming, character, or amount of taxable income we recognize. Changes in tax laws or interpretations could materially affect our effective\ntax rate and results of operations.\n\n \n\n*Cybersecurity and Data Protection*\n\n \n\nOur operations depend on secure digital infrastructure\nand key management systems. We are subject to federal, state and foreign laws and regulations relating to data protection, cybersecurity,\nand the safeguarding of sensitive information. Cybersecurity incidents, security breaches, or failures of internal controls could result\nin regulatory scrutiny, enforcement actions, financial loss, or reputational harm.\n\n \n\n*UAE Regulatory Framework*\n\n \n\nOur partner-operated validator operations in the United Arab Emirates\nare subject to the laws and regulations of the UAE, including the regulatory frameworks administered by the Abu Dhabi Global Market (“ADGM”),\nthe Dubai Financial Services Authority (“DFSA”), and the Virtual Assets Regulatory Authority (“VARA”). The UAE\nhas developed a comprehensive and evolving regulatory architecture for virtual assets and blockchain-based activities, encompassing governance,\noperational, cybersecurity, and disclosure requirements across all dimensions of digital asset infrastructure. The ADGM Registration Authority\nhas published discussion papers and proposed guidance addressing crypto-related activities conducted in or from ADGM, including governance,\noperational, and cybersecurity expectations applicable to digital asset infrastructure operators. The DFSA’s inaugural tokenization\nregulatory sandbox has attracted significant institutional interest, reflecting continued demand for regulated digital asset activity\nin the UAE. We monitor developments across all applicable UAE regulatory frameworks and intend to conduct our UAE-based operations in\nmaterial compliance with applicable requirements. The UAE regulatory framework continues to evolve, and changes in applicable laws or\nsupervisory expectations could affect the manner in which we conduct our Abu Dhabi validator operations.\n\n \n\n*Anti-Money Laundering and Sanctions*\n\n \n\nOur operations may be subject to applicable anti-money\nlaundering laws and regulations, including requirements under the Bank Secrecy Act (“BSA”) and regulations enforced by the\nFinancial Crimes Enforcement Network (“FinCEN”). We also monitor compliance with applicable economic sanctions programs administered\nby the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. We do not knowingly engage in transactions\nwith persons or entities that are subject to OFAC sanctions, and we maintain compliance policies designed to implement our obligations\nunder applicable sanctions and anti-money laundering laws.\n\n \n\nRegulations Applicable to the Legacy Sports Segment\n\n* *\n\nAt the top of the worldwide football hierarchy\nis FIFA, Fédération Internationale de Football Association, whose rules must be followed by all member football associations\norganizations. FIFA’s main objectives are to continuously improve the game of football and globally promote it, to organize international\ncompetitions, to draw up regulations and provisions governing the game of football and related matters and ensure their enforcement,\nto control every type of association football by taking appropriate steps to prevent infringements of the FIFA Statutes, regulations\nor decisions of FIFA or of the Laws of the Game, to promote integrity, ethics and fair play with a view to preventing all methods or\npractices, such as corruption, doping or match manipulation, which might jeopardize the integrity of matches, competitions, players,\nofficials and member associations or give rise to abuse of association football.\n\n \n\nFIFA’s rules and regulations are mainly\ncontained within (i) the FIFA Statutes, regulations for FIFA’s governing system, and (ii) the Laws of the Game, codified rules\nof association football. The FIFA Statutes provide the necessary means to resolve disputes that may arise between or among member associations,\nconfederations, clubs, officials and players. The Council of FIFA regulates the status of players and the provisions for their transfer,\nas well as questions relating to these matters, in particular the encouragement of player training by clubs and the protection of representative\nteams, in the form of special regulations. All bodies and officials must observe the Statutes, regulations, decisions and Code of Ethics\nof FIFA in their activities. Every person and organization involved in the game of football is obliged to observe the Statutes and regulations\nof FIFA as well as the principles of fair play. Each member association must play association football in compliance with the Laws of\nthe Game issued by the International Football Association Board, or IFAB. IFAB is a separate organization from FIFA, but FIFA is represented\non the board and holds 50% of the voting power. Only IFAB may enact and alter the Laws of the Game.\n\n \n\n53\n\n \n\n \n\nMember associations from the same continent or\nregion have formed the following six confederations, which are recognized by FIFA: (1) Asian Football Confederation - AFC; (2) Confederation\nof African Football - CAF; (3) Confederation of North, Central America and Caribbean Association Football - CONCACAF; (4) Oceania\nFootball Confederation - OFC; (5) South American Football Confederation - CONMEBOL; and (6) Union of European Football Associations\n- UEFA. Each confederation must comply with and enforce compliance with the Statutes, regulations and decisions of FIFA, must organize\nits own interclub and international competitions in compliance with the international match calendar, must ensure that international\nleagues or any other such groups of clubs or leagues shall not be formed without its consent and the approval of FIFA, must set up the\nbodies necessary to fulfil the duties incumbent upon it and must procure the funds necessary to fulfil its duties.\n\n \n\nFIFA requires each member association to manage\nits affairs independently and without undue influence from third parties. Clubs, leagues or any other groups affiliated with a member\nassociation must be subordinate to and recognized by that member association. The member association’s statutes must define the\nscope of authority and the rights and duties of these groups. The statutes and regulations of these groups must be approved by the member\nassociation. Particularly relevant is the provision for which every member association must ensure that its affiliated clubs can take\nall decisions on any matters regarding membership independently of any external body. This obligation applies regardless of an affiliated\nclub’s corporate structure. In any case, the member association must ensure that neither a natural nor a legal person (including\nholding companies and subsidiaries) exercises control in any manner whatsoever (in particular through a majority shareholding, a majority\nof voting rights, a majority of seats on the board of directors or any other form of economic dependence or control, etc.) over more\nthan one club whenever the integrity of any match or competition could be jeopardized.\n\n \n\nThe UEFA, as stated above, governs all European\nfootball, including Italian football, which is in turn governed by the Federazione Italiana Giuoco Calcio - FIGC. FIGC is the governing\nbody of football in Italy, which carries out its functions in harmony with the resolutions and guidelines of FIFA and UEFA, in full technical,\norganizational and management autonomy. The rules dictated by FIGC are called NOIF (Norme Organizzative Interne della FIGC) and govern\nall aspects of Italian football: the registration of athletes, technicians, match officials, managers and other subjects of the federal\nsystem. Additionally, referees are part of FIGC and are divided into categories provided for by the internal regulations of the Italian\nReferees Association, or AIA, which independently regulates their membership and activity. All Italian football clubs are committed to\nexclusively using the sports justice system and cannot turn to the Ordinary Judicial Authority for the resolution of any disputes.\n\n \n\nEuropean association football associations have\ndetailed rules governing and restricting the ownership, merger, acquisition, and sale of Italian teams and players, and certain transactions\nrequire association approval. Particularly relevant is NOIF provision 16 bis., which prohibits any person from controlling, directly\nor indirectly, more than one football company in the professional league and, if following the transition of a football company from\nthe amateur league to the professional league any person controls more than one, the person must terminate control of one of the companies\nno later than 5 days before the deadline set by federal regulations for filing the application for admission to the relevant professional\nchampionship.\n\n \n\nMergers, acquisitions, sales and demergers are\nalso subject to specific rules, such as NOIF provision 20. The merger between two or more companies, the demerger of a company, the capital\ncontribution of the sports company into a company wholly owned by the transferring company, carried out in compliance with current regulations\nand laws, must be approved by the President of the FIGC. In the event of a spin-off of a company or transfer of the sports company to\nanother company wholly owned by the transferring company, approval can be granted, provided that the unity of the entire sports company\nis preserved and the regularity and the continuation of sporting activities. In the event of an approved merger, the company that remains\nafter the merger remains affiliated with FIGC and retains the highest sporting title and seniority of affiliation from the companies\ninvolved in the merger. In the event of an approved demerger, only one spun-off company can be affiliated with FIGC; therefore,\nat the time of the spin-off, the company that will be affiliated with the FIGC is decided and the sporting title and seniority of affiliation\nof the original company are attributed to this company. In the event of an approved capital contribution of the sports company into a\ncompany wholly owned by the transferring company, the company which then owns the sports company is the company that is affiliated with\nFIGC and the sporting title and seniority of affiliation of the transferring company are attributed to this company. The merger, demerger\nand capital contribution of a sports company into a company wholly owned by the transferring company are permitted under the following\nconditions: the companies subject to the merger, the company subject to the spin-off or the transferring company are affiliated with\nFIGC for at least two sporting seasons; in the professional field, all the companies involved in the merger, or in the spin-off\nor transfer must have their registered office, except in cases of absolute exception, in the same Municipality or in neighboring Municipalities.\nIn the amateur and sector for youth and school activities, the companies involved in the merger, or the spin-off or transfer must be\nbased in the same Province, or in neighboring Municipalities of different Provinces or Regions. In the event that the aforementioned\ntransactions are carried out between companies in the professional sector and companies in the amateur and sector for youth and school,\nthe criterion established in the professional field applies; between companies that, in the two previous sports seasons, have not\ntransferred their registered office to another municipality, have not been the subject of mergers, spin-offs or company transfers.\n\n \n\n54\n\n \n\n \n\nAs for the registration of players, the players\nare registered with FIGC upon a signed request and sent through the company for which they intend to carry out the sporting activity,\nby 31 March of each year. “Young”, “young amateurs” and “young series” players can be registered\nafter this deadline. The registration request is drawn up by the Leagues, the Youth and School Activities Sector, the Divisions and the\nCommittees, duly signed by the legal representative of the company and by the player and, in the case of minors, by one of the two parents\nif the membership lasts one year and by both parents if the membership lasts for several years. The declaration of the player must be\nattached to the registration request certifying the existence or non-existence of any previous registrations with foreign football federations,\ni.e., federations other than the FIGC. The clubs that play in the professional championships can freely register players from or coming\nfrom foreign Federations, as long as they are citizens of countries belonging to the European Union, or EU. To this end, applications\nfor membership must be accompanied by a certificate of citizenship. The rules on membership for professional clubs’ players who\nare citizens of non-EU countries are issued annually by the Federal Council. The clubs of the National Amateur League can request the\nregistration of only two footballers who are citizens of non-EU countries for male activity who have been registered for clubs belonging\nto foreign federations, as well as an unlimited number of players who are citizens of EU countries who have been registered for clubs\nbelonging to foreign federations, provided that they are in compliance with the laws in force on immigration, entry and stay in Italy.\n\n \n\nThe UEFA Financial Fair Play Regulations will\nbe of particular significance to our legacy business. Implemented in the 2011-12 season and last updated in 2018, the UEFA Financial\nFair Play Regulations are intended to ensure the financial self-sufficiency and sustainability of football clubs by discouraging them\nfrom continually operating at a loss, introduce more discipline and rationality on club finances, ensure that clubs settle their liabilities\non a timely basis and encourage long term investment in youth development and sporting infrastructure. The regulations contain a “break-even”\nrule aimed at encouraging football clubs to operate on the basis of their own revenue. Therefore, owner investments of equity will be\nallowed only within the acceptable deviation thresholds. Potential sanctions for non-compliance with the Financial Fair Play Regulations\ninclude a reprimand/warning, withholding of prize money, fines, prohibition on registering new players for UEFA competitions and ultimately\nexclusion from European competitions.\n\n \n\nLaws, regulations, or sports association rules\nin some of the countries in which we have acquired clubs prevent any person from owning more than one club in the same division in the\nsame country. For example, in Argentina, under the Argentinian Sports Ministry’s laws, football clubs, due to their associative\nstructure, generally cannot be sold or transferred to different owners. As a result, our acquisitions of football clubs in countries\nwith similar restrictions have been in the form of management and revenue-sharing agreements with their current owners. Such laws may\nlimit our ability to derive all profits from, or to enforce control over, such clubs.\n\n \n\nIn addition, many of the countries in which we\nhave acquired clubs restrict the number of foreign players that are permitted on a football club’s first team. For example, in\nMozambique, the Mozambican Football Association’s rules allow clubs to field only six or fewer foreign players in league games.\nHowever, in October 2025, we decided to cease operations in Mozambique. In North Macedonia, the North Macedonian Football Association’s\nrules cap foreign players to eight in league games, although an unlimited number of foreign players may be registered to play for each\nteam. As a non-member of the European Union, North Macedonia does not currently require foreign players to hold European Union passports;\nhowever, North Macedonia has been a candidate for European Union membership since 2005 and may impose this requirement were it to become\na member. These restrictions may limit our ability to realize the benefits of our global football club portfolio.\n\n \n\n55\n\n \n\n \n\n4.C. Organizational Structure\n\n \n\nThe following diagram depicts our organizational\nstructure, including our subsidiaries, as of the date of this Annual Report.\n\n \n\n \n\n4.D. Plants, Property and Equipment\n\n** **\n\n**Digital Assets Treasury Segment**\n\n** **\n\nThe Company’s principal office is located\nat Connaught House, 5th Floor, One Burlington Road, Dublin 4, DO4 C5Y6, Ireland.\n\n \n\nThe Company does not currently own or lease any\nmaterial tangible fixed assets in connection with its Solana Infrastructure Segment operations. The Company’s validator is operated\nand maintained by a third-party service provider in the United Arab Emirates. For a description of the Company’s validator arrangement,\nsee “Item 7.B — Related Party Transactions — Rockaway X Validator Agreement.”\n\n \n\nThe Company does not currently have any material\nplans to construct, expand, or improve facilities related to its Solana Infrastructure operations.\n\n \n\nThe Company is not currently aware of any environmental\nissues that may affect the utilization of its assets. For a discussion of environmental and regulatory risks related to the Company’s\noperations, see “Item 3.D — Risk Factors.”\n\n \n\nWe believe that all our properties have been\nadequately maintained, are generally in good condition, and are suitable and adequate for our businesses.\n\n \n\n**Legacy Sports Business Segment**\n\n \n\nBrera FC is located in the Arena Civica. The\nArena Civica, which opened August 18, 1807, has a capacity of approximately 10,000, and is situated in the historic Brera district. The\nArena Civica is the primary location for Brera FC’s first team home stadium matches and is also used for our football school program.\nUse of the stadium for other events must be requested prior to each event. This facility is located at Viale Giorgio Byron 2, 20154 Milan,\nItaly. We lease this facility pursuant to a public concession agreement with the Municipality of Milan under Municipality of Milan regulation\nDeliberazione G.C. n. 1881 26/09/2014. On September 8, 2023, the Company entered into a new lease for the term of September 18, 2023\nto April 29, 2024 that provided for a base rate of €34.00 per hour to utilize the stadium for our football school, which was most\nrecently renewed on September 23, 2024 for the term of September 23, 2024 to April 30, 2025. We enter into separate public concession\nagreements for use of the stadium for our matches on an as-needed basis.\n\n \n\nOur subsidiary Brera Milano’s corporate\noffice is located at Piazza San Giorgio 2, 20123 Milan, Italy. We lease this facility pursuant to a one-year lease agreement, which commenced\non March 1, 2023 and renews for subsequent one-year terms until terminated by either party upon three (3) months’ notice. The lease\nprovides for a base rent of €2,500 per month, plus value-added tax.\n\n \n\nOur subsidiary Brera Strumica FC’s corporate\noffice is located at Sport Hall PARK-ABA, Gjuro Salaj bb, Strumica 2400, North Macedonia. We lease this facility pursuant to a one-year\nlease agreement, which commenced on March 3, 2023 and automatically renews each year, and can be terminated by either party upon thirty\n(30) days’ notice. The lease provides for a base rent of MKD 30,000 per month including value-added tax.\n\n \n\n56\n\n \n\n \n\nOn June 17, 2025, we sold our remaining 48.94%\ninterest in UYBA and no longer own or lease any facilities associated with UYBA. In October 2025, we decided to cease operations in Mozambique\nand Mongolia, and we do not currently maintain any facilities in those jurisdictions. In April 2026, we entered into a deed of transfer\nto sell the entirety of our equity interest in Juve Stabia. We do not own or lease any facilities associated with Juve Stabia as of the\ndate of this Annual Report.\n\n \n\nWe believe that all our properties have been\nadequately maintained, are generally in good condition, and are suitable and adequate for our businesses."}