{"url_path":"/sec/slmt/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","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":11265,"has_tables":true,"body_markdown":"Item\n6. Directors, Senior Management and Employees\n\n \n\n6.A. Directors and Senior Management\n\n \n\nThe following table sets forth certain information\nregarding our directors and executive officers as of the date of this Annual Report. Marco Santori, who served as our Chief Executive\nOfficer and a member of our board of directors from September 2025 to April 2026, is not listed in the following table since he did not\nserve as a director or executive officer as of the date of this Annual Report. Effective as of May 1, 2026, the Board of Directors appointed\nRon Sade as Chief Executive Officer of the Company.\n\n \n\n**NAME**\n \n**AGE**\n \n**POSITION**\n\nRon Sade\n \n50\n \nChief Executive Officer and Director\n\nAsel Mukhamejarova\n \n52\n \nChief Financial Officer\n\nJustin Bowes\n \n43\n \nChief Legal Officer\n\nAlyazi Saeed Ahmad Alkhattal Almheiri\n \n37\n \nDirector\n\nErez Simha\n \n63\n \nDirector\n\nTariq Salem Ebraheem Alsaman Alnuaimi\n \n41\n \nDirector\n\nKeren Maimon\n \n32\n \nDirector\n\n  \n\n66\n\n \n\n \n\n**Ron Sade** has served as a member of our board of directors\nsince September 2025. Mr. Sade is a General Partner at Brilliance Ventures, a position he has held since July 2018. Mr. Sade is also\na General Partner at Brilliance 3.0, a blockchain and Web 3.0 focused investment firm, a General Partner at WWVentures, an early-stage\ncrypto investment fund, a Managing Partner at Tel Aviv Capital, a boutique investment firm, and an advisor at Pulsar Group. Mr. Sade\nis an investor in startups, decentralized infrastructures, and deep technologies, and a board member in various private technology companies.\nMr. Sade has also served as a Strategy Advisor to Jelurida, a Swiss blockchain platform company, since August 2017. Previously, Mr. Sade\nfounded and served as Chief Executive Officer of teenK Youth Marketing Solutions, an Israel-based advertising and marketing company,\nfrom September 2005 to January 2011. Mr. Sade has over 20 years of company management and CEO experience.\n\n \n\n**Asel Mukhamejarova** has served as\nour Chief Financial Officer since January 2026. Ms. Mukhamejarova holds an MBA in Finance and Management Information Systems from Binghamton\nUniversity School of Management and a bachelor’s degree in international economics from the Kazakh State Economic University. Prior\nto joining the Company, Ms. Mukhamejarova served in various financial roles at Chia Network from 2021 to 2025, most recently as Vice\nPresident of Finance. Previously, she served as Head of Technical Accounting, Financial and Regulatory Reporting and Co-Chief Accounting\nOfficer at Blockchain.com from 2019 to 2021.\n\n** **\n\n**Justin Bowes** has served as our\nChief Legal Officer since November 2025. Mr. Bowes holds a J.D. from the University of Notre Dame Law School and a B.A. in economics\nfrom the University of Texas at Austin. Prior to joining the Company, Mr. Bowes served in various legal roles at Commerce.com, Inc. (NASDAQ:\nCMRC) from 2019 to 2025, most recently as Vice President, Legal. Previously, he served as Head of Legal at Blockchain.com, Inc. from\n2018 to 2019, and as an associate at international law firm DLA Piper from 2010 to 2018.\n\n** **\n\n**Alyazi Saeed Ahmad Alkhattal Almheiri**\nhas served as a member of our board of directors since September 2025. Ms. Almheiri is the co-founder and Chief Executive Officer of\nPulsar Group, a global crypto trading firm (“Pulsar Group”), a position she has held since 2023. Pulsar Group was founded\nas a strategic vehicle to support the adoption of emerging technologies and web3. She has over 14 years of experience within the Abu\nDhabi government, with a focus on energy, security, and public policy.\n\n \n\n**Erez\nSimha** has served as a member of our board of directors since December 2025 and brings over 20 years of experience and a proven\ntrack record of scaling high-tech disruptive companies in multiple industries, including food-tech, blockchain, 3D printing, and digital\nassets. Mr. Simha currently serves as the Chief Financial Officer of Artlist, an AI creative technology company, is a director and the\naudit committee chair of Solmate (Nasdaq: SLMT) and Fold Holdings, Inc. (Nasdaq: FLD) and is a board member and treasurer of The Village\nLTD, a 501(c) nonprofit corporation. From 2024 through 2025, he was the Chief Financial Officer and senior financial advisor to Papaya\nGlobal, a payment processing workforce solution private company. From 2022 through 2023, Mr. Simha served as the Chief Financial Officer\nat Genius Group (NYSE: GNS). From 2020 through 2022, Mr. Simha served as a director and President and Chief Financial Officer at Apifiny\nGroup (NASDAQ: MFH). From 2019 through 2020, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Kangaroo (Roo\nInc.). From 2017 through 2019, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Eat-Just a Food-Tech company.\nFrom 2011 through 2017, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at STRATASYS LTD (NASDAQ: SSYS). From\n2004 through 2011, Mr. Simha served in various capacities, including Vice President of Customer Support, Finance and Operations, Orbotech\nPacific Vice President of Finance and Operations, Corporate Vice President of Finance and Chief Financial Officer, at Orbotech LTD. (NASDAQ:\nORBK). Mr. Simha holds a Bachelor’s Degree in Economics and Accounting and a Master’s Degree in Business Administration and\nFinance from Tel Aviv University. He is a Certified Public Accountant.\n\n** ** \n\n**Tariq Salem Ebraheem Alsaman Alnuaimi**has served as a member of our board of directors since September 2025.\nMr. Alnuaimi is a serial entrepreneur and technology investor with over 15 years of experience in startups, innovation, and strategic\ninvestments across the Middle East. Since 2010, he has been actively involved in backing and supporting emerging technology companies\nand entrepreneurial ventures, with a strong focus on innovation-driven businesses. He is one of the founding members of the Emirates Angels\nInvestors Association, a leading UAE-based network focused on supporting early-stage startups and strengthening the regional investment\necosystem. Through his involvement, he has contributed to connecting entrepreneurs, investors, and industry leaders while helping accelerate\nstartup growth and innovation in the region. Mr. Alnuaimi brings extensive knowledge in technology, venture investments, and entrepreneurship,\nwith broad experience across startup ecosystems, strategic partnerships, and business development.\n\n** **\n\n**Keren Maimon** has served as a member of our board of directors since September 2025\nand brings extensive experience in venture capital, technology investments, digital innovation, and growth-stage technology companies.\nMs. Maimon has been actively involved in identifying, supporting, and investing in emerging technology ventures, with a particular focus\non innovation-driven businesses and the evolving digital asset ecosystem. Ms. Maimon served as Managing Partner at Brilliance Ventures,\nan Israel-based venture capital fund focused on investing in Israeli growth-stage technology companies. In parallel, Ms. Maimon served\nas Managing Partner at Tel Aviv Capital (TLVC), an Israel-based smart technology investment and M&A boutique. In addition, Ms. Maimon\nhas invested as an angel investor in startups and web3 companies across multiple sectors and has served on the boards of several technology\nand innovation-focused companies. Throughout her career, Ms. Maimon has built extensive experience across venture investments, strategic\npartnerships, technology innovation, entrepreneurship, and corporate growth initiatives.\n\n** **\n\nMs. Almheiri and Mr. Alnuaimi are married\nto each other. No other family relationships exist between any of our directors and executive officers.\n\n \n\n67\n\n \n\n \n\nMs. Almheiri, the co-founder and Chief\nExecutive Officer of Pulsar Group, and Mr. Sade, an advisor at Pulsar Group, each serve as members of our board of directors. Each of\nMs. Maimon and Mr. Alnuaimi are also affiliated with Pulsar Group. Pulsar Group has a consulting agreement with the Company. Other than\nthe foregoing, there are no arrangements or understandings with major shareholders, customers, suppliers, or others, pursuant to which\nany of the above persons was selected as a director or member of senior management.\n\n \n\n**6.B.\nCompensation of Board Members and Executives**\n\n \n\nThe following table presents in the aggregate\nall compensation we paid to all of our directors and executive officers as a group for the year ended December 31, 2025. The table does\nnot include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this period.\nWe are not required to provide the compensation, on an individual basis, of our executive officers and directors under Irish law.\n\n \n\nAll amounts reported in the table below and the\nparagraph directly below it reflect the cost to the Company, in dollars (in thousands), for the year ended December 31, 2025.\n\n \n\n  \nSalary or Fees Earned or Paid in\nCash\n($)  \nOption Awards\n($)  \nClass B Ordinary Share Awards ($)  \nCash Bonus\n($)  \nTotal\n($)  \nOutstanding Options and RSUs as of\nDecember 31, 2025 (Class B Ordinary Shares) \n\nAll directors\nand executive officers as a group \n 2,159  \n –  \n 3,372  \n 537  \n 6,068  \n 225,000 \n\n \n\nWe recorded an aggregate of $2,696 in total cash\ncompensation to our directors and executive officers as a group for the year ended December 31, 2025. We have not set aside or accrued\nany additional amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our board of\ndirectors may determine compensation to be paid to the directors and the executive officers. In connection with our initial public offering,\nwe adopted an equity incentive plan, see “-*Equity Incentive Plan*” below.\n\n \n\n**Equity Incentive Plan**\n\n \n\nOn October 26, 2022, our board of directors\napproved the Brera Holdings Limited 2022 Equity Incentive Plan, which was subsequently amended to increase the authorized shares issuable\nthereunder on April 9, 2025 and again on September 16, 2025 (as so amended, the “2022 Plan”).\n\n* *\n\n*Purpose of the 2022 Plan*: The purpose\nof the 2022 Plan is to advance our interests and the interests of our shareholders by providing an incentive to attract, retain and reward\npersons performing services for us and by motivating such persons to contribute to our growth and profitability. The maximum number of\nClass B Ordinary Shares that may be issued pursuant to awards granted under the 2022 Plan was initially 2,000,000 shares, which was increased\nto 4,000,000 shares pursuant to an amendment to the 2022 Plan adopted on April 9, 2025, and further increased to 9,000,000 shares pursuant\nto an amendment to the 2022 Plan adopted on September 16, 2025.  Cancelled and surrendered share options and share awards may again\nbecome available for grant under the 2022 Plan. As of the date of this Annual Report, 1,188,037 shares remain available for issuance\nunder the 2022 Plan. We intend that awards granted under the 2022 Plan be exempt from or comply with Section 409A of the Internal Revenue\nCode, or the Code (including any amendments or replacements of such section), and the 2022 Plan shall be so construed.\n\n \n\n68\n\n \n\n \n\nThe following summary briefly describes\nthe principal features of the 2022 Plan and is qualified in its entirety by reference to the full text of the 2022 Plan, which is attached\nas an exhibit to this Annual Report.\n\n \n\nAwards that may be granted include: (a)\nIncentive Share Options, or ISO (b) Non-qualified Share Options, (c) Share Appreciation Rights, (d) Restricted Shares, (e) Restricted\nShare Units, or RSUs, (f) Shares granted as a bonus or in lieu of another award, and (g) Performance Awards. These awards offer us and\nour shareholders the possibility of future value, depending on the long-term price appreciation of our Class B Ordinary Shares and the\naward holder’s continuing service with us.\n\n \n\nShare options give the option holder the\nright to acquire from us a designated number of shares of our Class B Ordinary Shares at a purchase price that is fixed at the time of\nthe grant of the option. The exercise price will not be less than the market price of the Class B Ordinary Shares on the date of grant.\nShare options granted may be either incentive share options or non-qualified share options.\n\n \n\nShare appreciation rights, or SARs, which\nmay be granted alone or in tandem with options, have an economic value similar to that of options. When an SAR for a particular number\nof shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise\nand the exercise price of the shares under the SAR. Again, the exercise price for SARs normally is the market price of the shares on\nthe date the SAR is granted. Under the 2022 Plan, holders of SARs may receive this payment - the appreciation value - either in cash\nor Class B Ordinary Shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.\n\n \n\nRestricted shares are awards of a right\nto receive our Class B Ordinary Shares on a future date. Restricted Share Unit Awards are evidenced by award agreements in such form\nas our board of directors shall from time to time establish. Restricted shares can take the form of awards of restricted shares, which\nrepresent issued and outstanding shares of our Class B Ordinary Shares subject to vesting criteria, or restricted share units, which\nrepresent the right to receive shares of our Class B Ordinary Shares subject to satisfaction of the vesting criteria. Restricted shares\nare surrenderable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established\nwhen the shares are awarded.\n\n \n\nOur board of directors may grant Class\nB Ordinary Shares to any eligible recipient as a bonus, or to grant shares or other awards in lieu of obligations to pay cash or deliver\nother property under the 2022 Plan or under other plans or compensatory arrangements.\n\n \n\nThe 2022 Plan also provides for performance\nawards, representing the right to receive a payment, which may be in the form of cash, Class B Ordinary Shares, or a combination, based\non the attainment of pre-established goals.\n\n \n\nAll of the permissible types of awards\nunder the 2022 Plan are described in more detail below.\n\n* *\n\n*Administration of the 2022 Plan:*The\n2022 Plan is currently administered by our board of directors. All questions of interpretation of the 2022 Plan, of any award agreement\nor of any other form of agreement or other document employed by us in the administration of the 2022 Plan or of any award shall be determined\nby the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest in the 2022 Plan or\nsuch award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the board of directors\nin the exercise of its discretion pursuant to the 2022 Plan or award agreement or other agreement thereunder (other than determining\nquestions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest\ntherein.\n\n* *\n\n*Eligible Recipients:*Persons eligible\nto receive awards under the 2022 Plan are those employees, consultants and directors of us or of any of our subsidiaries.\n\n* *\n\n*Shares Available Under the 2022 Plan:*The maximum aggregate number of Class B Ordinary Shares that may be issued under the 2022 Plan is 9,000,000 shares and shall consist\nof authorized but unissued or reacquired Class B Ordinary Shares or any combination thereof, subject to adjustment for certain corporate\nchanges affecting the shares, such as share splits, merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,\nor share dividend. Shares subject to an award under the 2022 Plan for which the award is canceled, forfeited, surrendered, or expires\nagain become available for grants under the 2022 Plan.\n\n* *\n\n*Share Options and Share Appreciation\nRights:*\n\n* *\n\n*General.*Share options and SARs\nshall be evidenced by award agreements specifying the number of Class B Ordinary Shares covered thereby, in such form as the board of\ndirectors shall from time to time establish. Each Share option grant will identify the option as an ISO or Non-qualified Share Option.\nSubject to the provisions of the 2022 Plan, the administrator has the authority to determine all grants of share options. That determination\nwill include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date\nof the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares\nunderlying the option; and (vi) any other terms and conditions as the administrator may determine.\n\n* *\n\n69\n\n \n\n \n\n*Option Price*. The exercise price\nfor each share option or SAR shall be established in the discretion of the board of directors; provided, however, that the exercise\nprice per share for the share option or SAR shall be not less than the fair market value of a Class B Ordinary Share on the effective\ndate of grant of the share option or SAR. Notwithstanding the foregoing, a share option or SAR may be granted with an exercise price\nlower than the minimum exercise price set forth above if such share option or SAR is granted pursuant to an assumption or substitution\nfor another option in a manner qualifying under the provisions of Section 424(a) of the Code.\n\n* *\n\n*Exercise of Options.*Share options\nmay be immediately exercisable but subject to repurchase or may be exercisable at such time or times, or upon such event or events, and\nsubject to such terms, conditions, performance criteria and restrictions as shall be determined by the board of directors and set forth\nin the award agreement evidencing such share option. No share option or SAR shall be exercisable after the expiration of seven (7) years\nafter the effective date of grant of such share option or SAR. Subject to the foregoing, unless otherwise specified by the board of directors\nin the grant of a share option or SAR, any share option or SAR granted hereunder shall terminate seven (7) years after the effective\ndate of grant of the share option or SAR, unless earlier terminated in accordance with its provisions. The board of directors may set\na reasonable minimum number of Class B Ordinary Shares that may be exercised at any one time.\n\n* *\n\n*Expiration or Termination.*Options,\nif not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of\nincentive share options, such term cannot exceed seven years provided that in the case of holders of more than 10% of our total combined\nvoting shares, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service\nwith our company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after\ncertain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during\nwhich the option may be exercised to be established by the administrator and reflected in the grant evidencing the award.\n\n* *\n\n*Incentive Share Options.*Share\noptions intending to qualify as ISOs may only be granted to employees, as determined by the board of directors. No ISO shall be granted\nto any person if immediately after the grant of such award, such person would own ordinary shares, including Class B Ordinary Shares\nsubject to outstanding awards held by him or her under the 2022 Plan or any other plan established by the Company, amounting to more\nthan ten percent (10%) of the total combined voting power or value of all classes of ordinary shares of the Company. To the extent that\nthe award agreement specifies that an Option is intended to be treated as an ISO, the Option is intended to qualify to the greatest extent\npossible as an “incentive stock option” within the meaning of Section 422 of the Code, and shall be so construed; provided,\nhowever, that any such designation shall not be interpreted as a representation, guarantee or other undertaking on the part of the Company\nthat the Option is or will be determined to qualify as an ISO. If and to the extent that any shares are issued under a portion of any\nOption that exceeds the $100,000 limitation of Section 422 of the Code, such Class B Ordinary Shares shall not be treated as issued under\nan ISO notwithstanding any designation otherwise.\n\n* *\n\n*Restricted Share Awards:*Share\nawards can also be granted under the 2022 Plan. A share award is a grant of Class B Ordinary Shares or of a right to receive shares in\nthe future. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the\ndate of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals.\n\n* *\n\n*Restricted Share Units*: RSU Awards\nshall be evidenced by award agreements in such form as the board of directors shall from time to time establish. The purchase price for\nshares issuable under each RSU Award shall be established by the board of directors in its discretion. Except as may be required by applicable\nlaw or established by the board of directors, no monetary payment (other than applicable tax withholding) shall be required as a condition\nof receiving an RSU Award. Shares issued pursuant to any RSU Award may (but need not) be made subject to vesting conditions based upon\nthe satisfaction of such service requirements, conditions, restrictions or Performance Criteria (as described below), as shall be established\nby the board of directors and set forth in the award agreement evidencing such award.\n\n* *\n\n*Performance Criteria:*Under the\n2022 Plan, Performance Criteria means business criteria including, but not limited to: revenue; revenue growth; earnings before\ninterest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating income;\npre- or after- tax income; net operating profit after taxes; economic value added (or an equivalent metric); ratio of\noperating earnings to capital spending; cash flow (before or after dividends); cash-flow per share (before or after dividends);\nnet earnings; net sales; sales growth; share price performance; return on assets or net assets; return on equity;\nreturn on capital (including return on total capital or return on invested capital); cash flow return on investment; total\nshareholder return; improvement in or attainment of expense levels; and improvement in or attainment of working capital levels\nor Performance Criteria. Any Performance Criteria may be used to measure the Company’s performance as a whole or any of the Company’s\nbusiness units and may be measured relative to a peer group or index.\n\n* *\n\n70\n\n \n\n* *\n\n*Performance Awards.*Performance\nawards shall be evidenced by award agreements in such form as the board of directors shall from time to time establish. Each performance\naward shall entitle the participant to a payment in cash or Class B Ordinary Shares upon the attainment of Performance Criteria and other\nterms and conditions specified by the board of directors. Notwithstanding the satisfaction of any Performance Criteria, the amount to\nbe paid under a performance award may be adjusted by the board of directors on the basis of such further consideration as the board of\ndirectors in its sole discretion shall determine. The board of directors may, in its discretion, substitute actual Class B Ordinary Shares\nfor the cash payment otherwise required to be made to a participant pursuant to a performance award.\n\n* *\n\n*Bonus Shares and Awards in Lieu of\nObligations.*The board of directors may grant Class B Ordinary Shares to any eligible recipient as a bonus, or to grant Class B Ordinary\nShares or other awards in lieu of obligations to pay cash or deliver other property under the 2022 Plan or under other plans or compensatory\narrangements, provided that, in the case of participants subject to Section 16 of the Exchange Act, the amount of such grants remains\nwithin the discretion of the board of directors to the extent necessary to ensure that acquisitions of Class B Ordinary Shares or other\nawards are exempt from liability under Section 16(b) of the Exchange Act. Class B Ordinary Shares or awards granted hereunder shall be\nsubject to such other terms as shall be determined by the board of directors.\n\n* *\n\n*Other Material Provisions:*Awards\nwill be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the\ncapitalization of our company, such as share splits, share dividends and similar re-capitalizations, an appropriate adjustment will be\nmade by the administrator to the number of shares covered by outstanding awards and/or to the exercise price of such awards. The administrator\nis also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change\nof control of our company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant,\nawards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are\npermitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board of directors also\nhas the authority, at any time, to discontinue the granting of awards. The board of directors also has the authority to alter or amend\nthe 2022 Plan or any outstanding award or may terminate the 2022 Plan as to further grants, provided that no amendment will, without\nthe approval of our shareholders, to the extent that such approval is required by law or the rules of an applicable exchange, increase\nthe number of shares available under the 2022 Plan, change the persons eligible for awards under the 2022 Plan, extend the time within\nwhich awards may be made, or amend the provisions of the 2022 Plan related to amendments. No amendment that would adversely affect any\noutstanding award made under the 2022 Plan can be made without the consent of the holder of such award.\n\n \n\n**6.C. Board Practices**\n\n \n\nNasdaq’s listing rules generally\nrequire that a majority of an issuer’s board of directors must consist of independent directors. However, as described in more\ndetail under the section titled “–*Differences between Irish Laws and Nasdaq Requirements*” below, in accordance\nwith Irish law and practice and subject to the exemption set forth in Rule 5615(a)(3) of Nasdaq’s listing rules, as a foreign private\nissuer, we have elected to rely on home country governance requirements in lieu of such requirement. As such, our board of directors\ndoes not consist of a majority of independent directors as permitted by such rules.\n\n \n\nOur board of directors currently consists\nof five (5) directors, Alyazi Almheiri, Tariq Alnuaimi, Keren Maimon, Ron Sade, and Erez Simha, one (1) of whom, Erez Simha, is independent\nwithin the meaning of Nasdaq’s listing rules. Each director shall serve until their successor is duly elected and qualified or\nuntil their earlier death, resignation or removal.\n\n \n\nPursuant to a Side Letter Agreement, dated\nas of October 8, 2025, between the Solana Foundation and the Company, the Solana Foundation has the right to designate (i) if the board\nof directors consists of seven or more directors, two nominees for appointment to the board of directors, or (ii) if the board of directors\nconsists of fewer than seven directors, one nominee for appointment to the board of directors (provided that each such nominee is consented\nto in advance by the Company, with such consent not to be unreasonably withheld, conditioned or delayed), until the later of (a) the\nexpiration of the term of the Side Letter Agreement and (b) October 8, 2030, in each case subject to applicable laws and stock exchange\nrules and regulations.\n\n \n\nA director is not required to hold any\nshares in our company to qualify to serve as a director. Our board of directors may exercise all the powers of our company to borrow\nmoney, mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, bonds and other securities, subject\nto applicable stock exchange limitations, if any, whenever money is borrowed or as security for any debt, liability or obligation of\nour company or of any third-party.\n\n** **\n\n71\n\n \n\n** **\n\n**Board Committee**\n\n \n\nWe have a standing audit committee of\nour board of directors. We adopted a charter for the audit committee. The audit committee’s members and functions are described\nbelow.\n\n* *\n\n*Audit Committee*\n\n \n\nRule 5605(c)(2)(A) of the Nasdaq listing\nrules generally requires an audit committee to be composed of at least three members. However, as described in more detail under the\nsection titled “–*Differences between Irish Laws and Nasdaq Requirements*” below, in accordance with Irish law\nand practice and subject to the exemption set forth in Rule 5615(a)(3) of Nasdaq’s listing rules, as a foreign private issuer,\nwe have elected to rely on home country governance requirements in lieu of such requirement. As such, our audit committee does not consist\nof at least three members as permitted by such rules. Our audit committee consists of Erez Simha, who satisfies the “independence”\nrequirements of Rule 10A-3 under the Exchange Act and Nasdaq’s listing rules. Mr. Simha serves as chair of the audit committee.\nOur board has determined that Mr. Simha qualifies as an “audit committee financial expert.” The audit committee will oversee\nour accounting and financial reporting processes and the audits of the financial statements of our Company.\n\n \n\nThe audit committee will be responsible\nfor, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of\nthe integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance\nwith legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit;\n(iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our\nindependent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy\nand effectiveness of our internal controls; (vii) reviewing and approving related party transactions; (viii) reviewing hedging transactions;\nand (ix) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder Irish law, our directors have certain\nstatutory and fiduciary duties. All of the directors have equal and overall responsibility for the management of the Company (although\ndirectors who also serve as employees will have additional responsibilities and duties arising under their employment agreements and\nwill be expected to exercise a greater degree of skill and diligence than non-executive directors). The principal fiduciary duties include\nthe statutory and common law fiduciary duties of acting in good faith in the interests of the company and exercising due care, skill\nand diligence. Other statutory duties include ensuring the maintenance of proper books of account, having annual accounts prepared, having\nan annual audit performed, maintaining certain registers and making certain filings as well as the disclosure of personal interests.\nParticular duties also apply to directors of insolvent companies (for example, the directors could be liable to sanctions where they\nare deemed by the court to have carried on business while insolvent, without due regard to the interests of creditors). For public limited\ncompanies, directors are under a specific duty to ensure that the corporate secretary is a person with the requisite knowledge and experience\nto discharge the role.\n\n \n\n**Conflicts of Interest**\n\n \n\nAs a matter of Irish law, a director is\nunder a fiduciary duty to avoid conflicts of interest. Irish law and our constitution provide that: (i) a director may be a director\nof or otherwise interested in a company relating to us and will not be accountable to us for any remuneration or other benefits received\nas a result, unless we otherwise direct; (ii) a director or a director’s firm may act for us in a professional capacity other\nthan as auditor; and (iii) a director may hold an office or place of profit in us and will not be disqualified from contracting\nwith us. Directors with a personal interest in a contract or proposed contract with the Company are required to declare the nature of\ntheir interest at a board meeting, and the Company must maintain a register of directors’ declared interests, which is available\nfor shareholder inspection. Subject to the requirements of our constitution and the Irish Companies Act in respect of declaring any conflicts\nof interest, such a director may vote on any resolution of the board of directors in respect of such a contract, and such a contract\nwill not be voidable solely as a result.\n\n** **\n\n**Terms of Directors and Officers**\n\n \n\nOur constitution provides for a minimum\nof two directors and a maximum of fourteen directors. Our shareholders may from time to time increase or reduce the maximum number, or\nincrease the minimum number, of directors by ordinary resolution. Our board of directors determines the number of directors subject to\nthe above limitations.\n\n \n\n72\n\n \n\n \n\n**Employment and Indemnification Agreements**\n\n \n\nWe have entered into employment agreements\nwith our executive officers. Each of these agreements provides for an initial salary and target bonuses.\n\n \n\nTo the fullest extent permitted by Irish\nlaw, our constitution confers an indemnity on our directors and officers. However, this indemnity is limited by the Irish Companies Act,\nwhich prescribes that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director\nor corporate secretary where judgment is given in favor of the director or corporate secretary in any civil or criminal action in respect\nof such costs or liability, or where an Irish court grants relief because the director or corporate secretary acted honestly and reasonably\nand ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or corporate\nsecretary over and above the limitations imposed by the Irish Companies Act will be void under Irish law, whether contained in its constitution\nor any contract between the company and the director or corporate secretary. This restriction does not apply to our executives who are\nnot directors, the corporate secretary or other persons who would be considered “officers” within the meaning of that term\nunder the Irish Companies Act.\n\n \n\nOur constitution also contains indemnification\nand expense advancement provisions for persons who are not directors or our corporate secretary.\n\n \n\nWe are permitted under the Irish Companies\nAct to take out directors’ and officers’ liability insurance, as well as other types of insurance, for our directors, officers,\nemployees and agents.\n\n \n\nAdditionally, we have entered into agreements\nto indemnify our directors and our executive officers to the maximum extent allowed under applicable law. These agreements, among other\nthings, provide that we will indemnify our directors and executive officers for certain expenses (including attorneys’ fees), judgments,\nfines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right,\non account of any services undertaken by such person on our behalf or that person’s status as our director or executive officer.\n\n** **\n\n**Differences between Irish Laws and\nNasdaq Requirements**\n\n \n\nThe Sarbanes-Oxley Act, as well as related\nrules subsequently implemented by the SEC, requires foreign private issuers, such as us, to comply with various corporate governance\npractices. In addition, following the listing of our Class B Ordinary Shares on Nasdaq, we are required to comply with the Nasdaq Stock\nMarket Rules. Under those rules, we may elect to follow certain corporate governance practices permitted under Irish law in lieu of compliance\nwith corresponding corporate governance requirements otherwise imposed by the Nasdaq Stock Market Rules for U.S. domestic registrants.\n\n \n\nIn accordance with Irish law and practice\nand subject to the exemption set forth in Rule 5615(a)(3) of the Nasdaq Stock Market Rules, as a foreign private issuer, we have elected\nto rely on home country governance requirements and certain exemptions thereunder rather than the Nasdaq Stock Market Rules, with respect\nto the following requirements:\n\n \n\n●Rule\n5635 which sets forth the circumstances under which shareholder approval is required prior\nto an issuance of securities in connection with: (i) the acquisition of the stock or assets\nof another company; (ii) equity-based compensation of officers, directors, employees\nor consultants; (iii) a change of control; and (iv) transactions other than public\nofferings. Instead, the Company will comply with the applicable Irish law;\n\n \n\n●Rule\n5250(b)(3) which sets forth the requirement to disclose third party director and nominee\ncompensation. Instead, the Company will comply with the applicable Irish law;\n\n \n\n●Rule\n5250(d) which sets forth the requirement to distribute annual and interim reports. For interim\nreporting, the Company may be permitted to comply solely with Irish law requirements, which\nare less rigorous than the rules that apply to domestic public companies;\n\n \n\n●Rule\n5605(b)(1) which requires that our board of directors be comprised of a majority of independent\ndirectors. Instead, the Company will comply with the applicable Irish law. Alyazi Almheiri,\nKeren Maimon, Ron Sade and Tariq Alnuaimi serve as non-independent directors on our board\nof directors;\n\n \n\n●Rule\n5605(d) which requires that we have a compensation committee. Instead, the Company will comply\nwith the applicable Irish law.\n\n \n\n73\n\n \n\n \n\n●Rule\n5605(e) which requires independent director oversight of director nominations. Instead, the\nCompany will comply with the applicable Irish law. and\n\n \n\n●Rule\n5605(c)(2)(A) which requires an audit committee to be composed of at least three members.\nInstead, the Company will comply with the applicable Irish law. Our audit committee is currently\ncomposed of one member.\n\n \n\n**6.D. Employees**\n\n \n\nAs of December 31, 2025, at Brera Holdings\nPLC we had no employees and 6 independent contractors, our wholly-owned subsidiary, Brera Milano, had no employees and two independent\ncontractors, our former wholly-owned subsidiary, Juve Stabia, had 6 employees and 60 independent contractors (including players, coaches\nand support personnel), and our 90%-owned subsidiary, Brera Strumica FC, had 13 employees and 115 independent contractors. None of our\nemployees are represented by labor unions, and we believe that we have an excellent relationship with our employees.\n\n \n\n**6.E. Share Ownership**\n\n \n\nSee “Item 7. Major Shareholders\nand Related Party Transactions-A. Major Shareholders.”\n\n \n\n**6.F. Disclosure of a Registrant’s\nAction to Recover Erroneously Awarded Compensation**\n\n \n\nNot applicable.\n\n \n\n**Item****7. Major Shareholders and Related Party Transactions**\n\n \n\n**7.A. Major Shareholders**\n\n \n\nThe following table sets forth information\nwith respect to beneficial ownership of our share capital as of May 12, 2026 by:\n\n \n\n●each\nperson who is known by us to beneficially own more than 5% of each class of our voting securities;\n\n \n\n●each\nof our current directors and executive officers; and\n\n \n\n●all\nof our directors and executive officers as a group.\n\n \n\nBeneficial ownership is determined in\naccordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole\nor shared voting or investment power with respect to those securities, and include shares subject to options and other securities that\nare exercisable, exchangeable or convertible within 60 days after May 12, 2026. Such shares are also deemed outstanding for purposes\nof computing the percentage ownership of the person holding the option or other exercisable, exchangeable or convertible security, but\nnot the percentage ownership of any other person.\n\n \n\nUnless otherwise indicated below, to our\nknowledge, all persons named in the table have sole voting and investment power with respect to their shares. To our knowledge, none\nof the shareholders in this table is a broker-dealer or is affiliated with a broker-dealer.\n\n \n\n74\n\n \n\n \n\nUnless otherwise indicated in the footnotes\nto the table, the address of each individual listed in the table is c/o Brera Holdings PLC, Connaught House, 5th Floor, One Burlington\nRoad, Dublin 4, D04 C5Y6, Ireland.\n\n \n\n  \nOrdinary Shares Beneficially Owned(1) \n\nName of Beneficial Owner \nClass A\nOrdinary\nShares  \nPercent of\nClass A\nOrdinary\nShares\n(%)  \nClass B\nOrdinary\nShares  \nPercent of\nClass B\nOrdinary\nShares\n(%)  \nTotal\nVoting\nPower(2)\n(%) \n\nRon Sade, Chief Executive Officer and Director \n —  \n —  \n 1,916,460 (3) \n 2.28% \n 2.28%\n\nAsel Mukhamejarova, Chief Financial Officer \n —  \n —  \n —  \n —  \n — \n\nJustin Bowes, Chief Legal Officer \n —  \n —  \n —  \n —  \n — \n\nAlyazi Saeed Ahmad Alkhattal Almheiri, Director \n —  \n —  \n 1,745,348 (3) \n 2.08% \n 2.08%\n\nKeren Maimon, Director \n —  \n —  \n 1,878,681 (3) \n 2.24% \n 2.24%\n\nTariq Salem Ebraheem Alsaman Alnuaimi, Director \n —  \n —  \n 3,474,078 (3) \n 4.14% \n 4.14%\n\nErez Simha, Director \n —  \n —  \n —  \n —  \n — \n\nAll directors and executive officers as a group (7 persons) \n —  \n —  \n 9,014,567  \n 10.74% \n 10.74%\n\nRBCH Ltd.(4) \n —  \n —  \n 8,378,988 (5) \n 9.99% \n 9.99%\n\nAnatole Investment Management Ltd(6) \n —  \n —  \n 5,555,555 (7) \n 6.62% \n 6.62%\n\nElectric Capital Frontier Fund II, LP(8) \n —  \n —  \n 6,500,000 (9) \n 7.75% \n 7.75%\n\nARK Investment Management LLC(10) \n —  \n —  \n 9,089,648  \n 10.84% \n 10.84%\n\nAlyeska Investment Group, L.P.(11) \n —  \n —  \n 5,186,829 (12) \n 6.18% \n 6.18%\n\nQube Research & Technologies Ltd(13) \n —  \n —  \n 6,002,814  \n 7.16% \n 7.16%\n\n  \n\n(1)\nBased on no Class A Ordinary Shares and 83,874,383 Class B Ordinary Shares issued and outstanding as of May 12, 2026. To our knowledge, 74,040,208 of the Class B Ordinary Shares are held in the United States by 21 record holders. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.\n\n \n\n(2)\nHolders of Class A Ordinary Shares are entitled to ten (10) votes for each Class A Ordinary Share held of record, and the holders of Class B Ordinary Shares are entitled to one (1) vote for each Class B Ordinary Share held of record, on all matters submitted to a vote of the shareholders. A total of 83,874,383 ordinary shares representing total voting power of 83,874,383 votes were outstanding as of May 12, 2026.\n\n \n\n(3)\nIncludes 16,667 Restricted Stock Units vested but not yet issued.\n\n \n\n(4)\nAccording to the Schedule 13D/A filed by RBCH Ltd. on April 7, 2026 on behalf of itself, Viktor Fischer and Jakub Havrlant. Viktor Fischer and Jakub Havrlant, as the indirect holders of 100% of the outstanding equity of the general partner of Rockaway Blockchain Fund I, L.P., the sole shareholder of RBCH Ltd. with the right to remove and replace the directors of RBCH Ltd., may be deemed to be the beneficial owners of the reported shares of RBCH Ltd. The principal business address of RBCH Ltd., Viktor Fischer and Jakub Havrlant is 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9009.\n\n \n\n(5)\nRepresents Class B ordinary shares held directly by RBCH Ltd. Does not include (i) 11,111,111 Class B ordinary shares underlying warrants (“Common Warrants”) that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $6.75 per share and (ii) pre-funded warrants to purchase 2,732,123 Class B ordinary shares, at an exercise price of $0.05 per Class B ordinary share (the “Pre-Funded Warrants” and, together with the Common Warrants, the “Warrants”), in each case held directly by RBCH Ltd., which, if exercised would represent 23.4% of the Percent of Class B Ordinary Shares and 23.4% of the Percent of Total Voting Power. The Common Warrants are subject to a beneficial ownership limitation that currently limits the number of Class B ordinary shares that RBCH Ltd. can beneficially own to no more than 19.99%.\n\n \n\n(6)\nAccording to the Schedule 13G filed by Anatole Investment Management Ltd on November 14, 2025 on behalf of itself, Anatole Holding Company and Xiaofan Yang. The principal business address of Anatole Investment Management Ltd, Anatole Holding Company and Xiaofan Yang is 17/F Southland Building, 48 Connaught Road, Central, Hong Kong.\n\n \n\n(7)\nRepresents 5,555,555 Class B ordinary shares held by Anatole Investment Management Ltd. Does not include 5,555,555 Class B ordinary shares underlying Common Warrants that are currently exercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $6.75 per share, held directly by Anatole Investment Management Ltd, which, if exercised would represent 12.42% of the Percent of Class B Ordinary Shares and 12.42% of the Percent of Total Voting Power. The securities are directly held by Anatole Partners Master Fund, L.P. and Anatole Partners Enhanced Master Fund, L.P., for which Anatole Investment Management Ltd serves as the investment manager. Anatole Holding Company is the sole shareholder of Anatole Investment Management Ltd, and Xiaofan Yang, through his direct and indirect ownership and/or investment control in Anatole Holding Company, may be deemed to be the beneficial owner of the reported shares.\n\n \n\n75\n\n \n\n \n\n(8)\n\nAccording to the Schedule 13G filed by Electric Capital Partners, LLC\non December 22, 2025 on behalf of itself, Electric Capital Frontier Fund II, LP, Electric Capital Frontier Fund GP II, LLC, Electric Capital\nVenture Fund III, LP and Electric Capital Venture Fund GP III, LLC. The principal business address of Electric Capital Partners, LLC,\nElectric Capital Frontier Fund II, LP, Electric Capital Frontier Fund GP II, LLC, Electric Capital Venture Fund III, LP and Electric Capital\nVenture Fund GP III, LLC is 855 El Camino Real, #13A-152, Palo Alto, California 94301.\n\n \n\n(9)Represents (i) 4,588,301 Class B ordinary shares held directly by Electric\nCapital Frontier Fund II, LP (“Frontier Fund II”) and (ii) 1,911,699 Class B ordinary shares held directly by Electric Capital\nVenture Fund III, LP (“Venture Fund III”). Does not include (i) 4,976,571 Class B ordinary shares underlying certain warrants\nheld by Frontier Fund II and (ii) 2,073,470 Class B ordinary shares underlying certain warrants held by Venture Fund III. Electric Capital\nPartners, LLC (the “Investment Manager”), as investment manager to both Frontier Fund II and Venture Fund III, may be deemed\nto beneficially own an aggregate of 13,550,041 Class B ordinary shares, which includes 7,050,041 Class B ordinary shares underlying certain\nwarrants held by Frontier Fund II and Venture Fund III, which, if exercised would represent 14.90% of the Percent of Class B Ordinary\nShares and 14.90% of the Percent of Total Voting Power. The warrants are subject to a 9.99% beneficial ownership limitation.\n\n \n\n(10)According to the Schedule 13G/A filed by ARK Investment Management\nLLC on February 3, 2026 on behalf of itself and Catherine D. Wood. The principal business address of ARK Investment Management LLC and\nCatherine D. Wood is 200 Central Avenue, St. Petersburg, FL 33701.\n\n \n\n(11)According to the Schedule 13G filed by Alyeska Investment Group, L.P.\non November 14, 2025 on behalf of itself, Alyeska Fund GP, LLC and Anand Parekh. The principal business address of Alyeska Investment\nGroup, L.P., Alyeska Fund GP, LLC and Anand Parekh is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601.\n\n \n\n(12)\nRepresents 5,186,829 Class B ordinary shares held directly by Alyeska\nInvestment Group, L.P. (“Alyeska”). Does not include 5,186,829 Class B ordinary shares underlying warrants that are currently\nexercisable or will become exercisable within 60 days of May 12, 2026 at an exercise price of $6.75 per share, held directly by Alyeska\nwhich, if exercised would represent 12.37% of the Percent of Class B Ordinary Shares and 12.37% of the Percent of Total Voting Power.\nAlyeska Fund GP, LLC is the general partner of Alyeska, and Anand Parekh is the Chief Executive Officer of Alyeska Fund GP, LLC; each\nmay be deemed to share beneficial ownership of such shares. The warrants are subject to a 9.99% beneficial ownership limitation.\n\n \n\n(13)According to the Schedule 13G/A filed by Qube Research & Technologies\nLtd (“QRT”) on February 17, 2026 on behalf of itself and Pierre-Yves Morlat. The shares relate to Class B Ordinary Shares\nheld for the accounts of QRT Master Fund SPC - Torus Fund SP and Qube Master Fund Ltd. (collectively, the “QRT Funds”). QRT\nserves as investment manager to each of the QRT Funds. Mr. Morlat is the Chief Executive Officer of QRT. The principal business address\nof QRT and Mr. Morlat is 9 Bressenden Place, London, SW1E 5BY, United Kingdom.\n\n \n\nWe are not aware of any arrangement that\nmay, at a subsequent date, result in a change of control of our company.\n\n \n\n**7.B. Related Party Transactions**\n\n \n\nUnless otherwise noted, the following\nis a description of related party transactions we have entered into since January 1, 2025, with any of the members of our board of directors,\nany executive officer, any holder of more than 5% of our ordinary shares at the time of such transaction, or any members of their immediate\nfamily, that had or will have a direct or indirect material interest, other than compensation arrangements, which are described under\n“Item 6. Directors, Senior Management and Employees-B. Compensation” and “Item 6. Directors, Senior Management and\nEmployees-C. Board Practices.”\n\n** **\n\n**Juve Stabia Acquisition**\n\n \n\nOn January 10, 2025, we entered into a\nrestated sale and purchase and investment agreement (the “Restated Agreement”) with XX Settembre relating to the acquisition\nof Juve Stabia, which amended the December 31, 2024 sale and purchase and investment agreement with XX Settembre (the “SPI Agreement”).\nPursuant to the Restated Agreement, we agreed to acquire from XX Settembre over four closings, on December 31, 2024, January 10, 2025,\nJanuary 31, 2025, and March 31, 2025, a total of 51.73% of the Share Capital, resulting in us owning 21.74%, 34.61%, 38.46%, and 51.73%\nof Juve Stabia’s share capital as a result of each closing, respectively. As consideration for the Share Capital, the Company agreed\nto pay XX Settembre an aggregate purchase price of €3,000,000 using a combination of cash and the issuance of Class B Ordinary Shares,\nwhich were calculated using the exchange rate of $1.04 per €1.00. On December 31, 2024, we issued XX Settembre €1,000,000 in\nClass B Ordinary Shares at a price per share of $0.65. On January 10, 2025, we issued XX Settembre €500,000 in Class B Ordinary\nShares at a price per share of $0.65. At the third closing on January 31, 2025, we agreed to pay XX Settembre €500,000 in cash.\nAt the final closing on March 31, 2025, we agreed to pay XX Settembre €500,000 in cash and issue €500,000 in Class B Ordinary\nShares at a price per share equal to the VWAP of the Class B Ordinary Shares, calculated over the 15 trading days immediately preceding\nthe second business day preceding the final closing. In addition, we agreed to increase the share capital of Juve Stabia by an aggregate\namount of €4,500,000. On December 31, 2024, we paid Juve Stabia €500,000 in cash and issued €1,000,000 in Class B Ordinary\nShares at a price per share of $0.65. On January 10, 2025, we paid Juve Stabia €500,000 in cash and issued €1,000,000 in Class\nB Ordinary Shares at a price per share of $0.65. At the final closing on March 31, 2025, we agreed to pay Juve Stabia €1,500,000\nin cash. Furthermore, the Restated Agreement provided for bonus payments of (i) €500,000 in Class B Ordinary Shares payable to XX\nSettembre if Juve Stabia accesses the promotion playoffs to Serie A in the 2024-25 season and (ii) €5,000,000 in Class B Ordinary\nShares payable to XX Settembre if Juve Stabia is promoted to Serie A at the conclusion of the 2024-25 season.\n\n \n\n76\n\n \n\n \n\nOn February 11, 2025, we entered into\nan amendment agreement and third closing memorandum (the “Amendment Agreement”) with XX Settembre, which amended the SPI\nAgreement, as amended by the Restated Agreement, relating to the acquisition of Juve Stabia. Pursuant to the Amendment Agreement, among\nother things, the third closing date was modified from January 31, 2025 to February 11, 2025. As a result, at the third closing on February\n11, 2025, we paid XX Settembre €500,000 in cash and acquired additional share capital in Juve Stabia bringing the Company’s\naggregate equity ownership to 38.46% of the issued and outstanding share capital of Juve Stabia.\n\n \n\nOn June 20, 2025, we entered into an amendment\nagreement and final closing memorandum (the “Closing Memorandum”) with XX Settembre Holding, which amended the SPI Agreement,\nas amended by the Restated Agreement and the Amendment Agreement.\n\n \n\nPursuant to the Closing Memorandum, among\nother things, (i) the final closing (the “Final Closing”) date was modified from March 31, 2025 to June 20, 2025, (ii) the\nfinal stake purchase price was modified from €1,000,000, of which €500,000 was to be paid in cash and €500,000 was to\nbe paid in Class B Ordinary Shares, to €2,250,000, of which €1,250,000 was to be paid in cash and €1,000,000 was to be\npaid in Class B Ordinary Shares, (iii) the Company’s acquisition of the issued and outstanding Share Capital was modified from\na total of 51.73% of the Share Capital to a total of 52% of the Share Capital, and (iv) the final share capital increase of Juve Stabia\n(the “Final Share Capital Increase”) was modified from €1,500,000, of which €3,000 to share capital and €1,497,000\nto share premium, to €251,778, of which €1,000 to share capital and €250,778 to share premium. The Company paid the Final\nShare Capital Increase on June 13, 2025.\n\n \n\nFurthermore, the Closing Memorandum removed\nthe bonus payments of (i) €500,000 in Class B Ordinary Shares payable to XX Settembre if the club accessed the promotion playoffs\nto Serie A in the 2024-25 season and (ii) €5,000,000 in Class B Ordinary Shares payable to XX Settembre if the club was promoted\nto Serie A at the conclusion of the 2024-25 season.\n\n \n\nAs a result, at the Final Closing on June\n20, 2025, the Company paid XX Settembre €1,250,000 in cash, issued 1,800,000 Class B Ordinary Shares to XX Settembre, and acquired\nadditional Share Capital in Juve Stabia bringing the Company’s aggregate equity ownership to 52% of the Share Capital.\n\n \n\nOn April 17, 2026, the Company entered\ninto the Deed of Transfer with the Buyer, pursuant to which the Company agreed to sell the entirety of its equity interest in Juve Stabia\nto Buyer. Pursuant to the terms of the Deed of Transfer, the Buyer agreed to purchase the Company’s equity interest in Juve Stabia\nfor total consideration of €1.00 and the Buyer also agreed to assume all of Juve Stabia’s outstanding debts, obligations and\nother liabilities.\n\n** **\n\n**Bersani Executive Consulting Services\nAgreement**\n\n \n\nOn June 5, 2025, the Company entered into\nan Executive Consulting Services Agreement with Pietro Bersani, the Company’s former Chief Executive Officer, through PCAB Management\nLLC (“PCAB”). Pursuant to the agreement, Mr. Bersani served as the Company’s Chief Executive Officer and Chief Financial\nOfficer. The initial term was one year, automatically renewing for additional one-year periods unless either party provides 30 days’\nprior written notice. Either party was able to terminate without cause upon 30 days’ written notice, or immediately upon a material\nbreach not cured within 15 days. As compensation, the Company paid PCAB $400,000 per year, payable ratably on a monthly basis. Additionally,\nMr. Bersani was granted 300,000 Class B Ordinary Shares under the 2022 Plan, vesting equally over three years on each anniversary of\nthe grant, subject to continuous service. Mr. Bersani was also eligible for a performance bonus at the discretion of the Compensation\nCommittee of the board of directors. The agreement included non-interference, confidentiality, and intellectual property assignment provisions.\nOn September 3, 2025, Mr. Bersani gave written notice to the Company of his resignation from his positions with the Company\nas Chief Executive Officer and Chief Financial Officer, effective immediately.\n\n \n\n**Placement Agency Agreement**\n\n \n\nOn June 17, 2025, the Company entered\ninto a Placement Agency Agreement with Boustead Securities, LLC (“Boustead”), Sutter Securities, Inc. (“Sutter”),\nand D. Boral Capital LLC (“Boral”), pursuant to which Boustead, Sutter, and Boral served as exclusive co-placement agents\nfor the Company’s registered direct offering of Class B Ordinary Shares at a price of $0.675 per share. Daniel J. McClory, a former\ndirector and the former Executive Chairman of the Company, is the Chief Executive Officer of the parent entity of Sutter. Sutter and\nBoustead share the same principal office address. As compensation, the placement agents received a placement fee equal to 7.0% of the\naggregate gross proceeds from the sale of shares, a non-accountable expense allowance equal to 1.0% of aggregate gross proceeds, reimbursement\nof legal fees up to $25,000, and five-year warrants to purchase a number of Class B Ordinary Shares equal to 7.0% of the shares sold\nin the offering at an exercise price of $0.675 per share. Boral served as the qualified independent underwriter within the meaning of\nFINRA Rule 5121.\n\n** **\n\n77\n\n \n\n** **\n\n**Strategic Advisor Agreement**\n\n \n\nOn September 18, 2025 (the “Effective\nDate”), the Company entered into a Strategic Advisor Agreement (as amended on October 31, 2025, the “Strategic Advisor Agreement”)\nwith certain strategic advisors (the “Strategic Advisors”), including Keren Maimon, Alyazi Saeed Ahmad Alkhattal Almheiri,\nTariq Salem Ebraheem Alsaman Alnuaimi, and Ron Sade, each of whom is a member of the Company’s board of directors, pursuant to\nwhich the Strategic Advisors will provide the Company with strategic advice and guidance relating to the Company’s business, operations\nand growth initiatives, and industry trends in the crypto technology sector (the “Services”). The Strategic Advisor Agreement\nwas entered into in connection with the Company’s private offering transaction (the “PIPE Offering”) and the related\nsecurities purchase agreements entered into in connection therewith (the “Securities Purchase Agreements”). In return for\ntheir Services, the Strategic Advisors receive the following from the Company:\n\n \n\n(i) cash compensation equal to 1% per\nannum of the amount of the Company’s SOL Assets Under Management (“SOL AUM”) (as determined in accordance with the\nprovisions of the Strategic Advisor Agreement) as of the anniversary date of the Effective Date of the applicable year, up to $1,000,000,000\nof SOL AUM, and 0.5% per annum of the amount by which the Company’s SOL AUM as of the anniversary date of the Effective Date of\nthe applicable year exceeds $1,000,000,000;\n\n \n\n(ii) pre-funded warrants (the “Strategic\nAdvisor Pre-Funded Warrants”) to purchase a number of Class B Ordinary Shares equal to 10.0% of the aggregate number of Class B\nOrdinary Shares and pre-funded warrants issued pursuant to the Securities Purchase Agreements (the “Strategic Advisor Pre-Funded\nWarrant Shares”);\n\n \n\n(iii) warrants (the “Strategic Advisor\nCommon Warrants 1”) to purchase an amount of Class B Ordinary Shares equal to, in the aggregate, 50.0% of the aggregate number\nof Strategic Advisor Pre-Funded Warrant Shares; and\n\n \n\n(iv) warrants (the “Strategic Advisor\nCommon Warrants 2”, and together with the Strategic Advisor Pre-Funded Warrants and the Strategic Advisor Common Warrants 1, the\n“Strategic Advisor Warrants”) to purchase, in the aggregate, an amount of Class B Ordinary Shares equal to 9.0% of the aggregate\nnumber of Class B Ordinary Shares and pre-funded warrants issued pursuant to the Securities Purchase Agreements.\n\n \n\nThe exercise price per share of the Strategic\nAdvisor Pre-Funded Warrants was set at a price equal to $0.05. The exercise price per share of the Strategic Advisor Common Warrants\n1 was set at a price equal to $6.75. Half of the Strategic Advisor Pre-Funded Warrants were exercisable immediately upon issuance, in\nwhole or in part, at any time and from time to time, until all of such Strategic Advisor Pre-Funded Warrants are exercised in full. These\nStrategic Advisor Pre-Funded Warrants have been exercised in full. The remaining half of the Strategic Advisor Pre-Funded Warrants are\nexercisable, in whole or in part, at any time and from time to time, beginning on the third anniversary of the closing of the PIPE Offering\nand until all of such Strategic Advisor Pre-Funded Warrants are exercised in full. Half of the Strategic Advisor Common Warrants 1 are\nexercisable immediately upon issuance, in whole or in part, at any time and from time to time, until the five (5) year anniversary of\nthe issuance thereof. These Strategic Advisor Common Warrants 1 have been exercised in full. The remaining half of the Strategic Advisor\nCommon Warrants 1 shall be exercisable, in whole or in part, at any time and from time to time, beginning on the third anniversary of\nthe closing of the PIPE Offering and until the five (5) year anniversary of the issuance thereof. The Strategic Advisor Common Warrants\n2 are exercisable pursuant to the following performance based metrics: (i) one-third of the purchase rights represented by the Strategic\nAdvisor Common Warrants 2 shall be exercisable on and after the first date on which the closing trading price of the Class B Ordinary\nShares on the Company’s principal stock exchange is equal to or greater than $6.75 per share; (ii) one-third of the purchase rights\nrepresented by the Strategic Advisor Common Warrants 2 shall be exercisable on and after the first date on which the closing trading\nprice of the Class B Ordinary Shares on the Company’s principal stock exchange is equal to or greater than $9.00 per share; and\n(iii) one-third of the purchase rights represented by the Strategic Advisor Common Warrants 2 shall be exercisable on and after the first\ndate on which the closing trading price of the Class B Ordinary Shares on the Company’s principal stock exchange is equal to or\ngreater than $11.25 per share (each, a “Performance Metric”). Pursuant to Amendment No. 1 to the Strategic Advisor Agreement,\ndated October 31, 2025, the exercise price per share of the Strategic Advisor Common Warrants 2 referred to in clause (i) above shall\nbe equal to the Performance Metric referred to in such clause; the exercise price per share of the Strategic Advisor Common Warrants\n2 referred to in clause (ii) above shall be equal to the Performance Metric referred to in such clause; and the exercise price per share\nof the Strategic Advisor Common Warrants 2 referred to in clause (iii) above shall be equal to the Performance Metric referred to in\nsuch clause. The Strategic Advisor Common Warrants 2 each have a term of five years from the date of issuance thereof. All of the Strategic\nAdvisor Common Warrants 2 have been exercised. The Company will also reimburse reasonable expenses reasonably and necessarily incurred\nby each of the Strategic Advisors in the course of providing the Services, including airfare, lodging and meals, subject to the Company’s\nreceipt of documentation for such expenses reasonably satisfactory to the Company.\n\n \n\nThe Strategic Advisor Agreement has a\nterm of ten (10) years; provided however, (i) the Company and any individual Strategic Advisor may terminate the Strategic Advisor Agreement\nupon mutual written consent executed by the Company and such Strategic Advisor, solely as it pertains to the engagement of such Strategic\nAdvisor or (ii) the Company or any individual Strategic Advisor, solely with respect to itself, may terminate the Strategic Advisor Agreement\nat any time, effective immediately upon notice, if it has good cause for termination as set forth under the Strategic Advisor Agreement.\n\n** **\n\n78\n\n \n\n** **\n\n**RockawayX Validator Agreement**\n\n \n\nOn January 22, 2026, the Company entered\ninto a Validator Services Agreement with RockawayX Infra Ltd. (“RockawayX”), a corporation established under the laws of\nthe Cayman Islands (the “Validator Services Agreement”). Viktor Fischer, a former member of the Company’s board of\ndirectors, serves as an officer of RockawayX. Pursuant to the Validator Services Agreement, RockawayX operates and maintains a Solana\nvalidator within the United Arab Emirates to support the Company’s staking of SOL via non-custodial delegation. RockawayX built\nand operates the validator at its sole cost and expense, including all hardware, facilities, networking, electricity, software, monitoring,\nupgrades, and maintenance. The validator operates under the branding “Solmate powered by RockawayX.” The Company is entitled\nto 100% of staking rewards generated on its delegated SOL, and RockawayX is entitled to 100% of non-staking economics, including block\nrewards, MEV-related income, tips, priority fees, and bundle fees. During the term of the agreement, the validator’s protocol commission\nand Jito commission are each set at 0%. The Company may increase, decrease, or reallocate its delegation among RockawayX-operated validators\nat any time, subject to Solana protocol constraints, and RockawayX does not impose lockups or withdrawal fees on the Company’s\ndelegations. Either party may terminate the agreement upon 30 days’ written notice if the other party materially breaches and fails\nto cure within 15 days. Each party’s aggregate liability is capped at $250,000, excluding confidentiality breaches, willful misconduct,\nor fraud.\n\n \n\n**McClory Consulting Agreement**\n\n \n\nOn January 19, 2026, the Company entered\ninto a consulting agreement with Daniel J. McClory, a former director and the former Executive Chairman of the Company (the “McClory\nConsulting Agreement”). Pursuant to the McClory Consulting Agreement, Mr. McClory provides strategic advice and consultation to\nthe Company’s executive team on strategic and capital markets matters related to the Solmate business, excluding the legacy sports\nbusinesses, and serves as Chairman of the Company’s Capital Markets Advisory Board. The term of the McClory Consulting Agreement\nis two years from the effective date, subject to termination by either party upon 30 days’ prior written notice. As compensation,\nMr. McClory is entitled to receive, subject to approval of the Company’s board of directors, a grant of restricted stock units\nwith respect to a number of Class B Ordinary Shares equal to $200,000 divided by the average closing price per share on the five trading\ndays preceding the date of the agreement, vesting in eight equal quarterly installments over the two-year term, subject to Mr. McClory’s\ncontinuous provision of services. The Company also reimburses Mr. McClory for reasonable business expenses approved in advance and in\nwriting. In addition, Mr. McClory is entitled to a success fee equal to 5% of the aggregate consideration of any corporate opportunity\nintroduced by Mr. McClory and ultimately consummated by the Company, relating to the Company’s digital assets and infrastructure\nbusiness.\n\n** **\n\n**Pulsar Consulting Agreement**\n\n \n\nOn February 9, 2026, the Company entered into\nan Advisory Services Agreement with Pulsar Group Ltd. (“Pulsar”), a company incorporated in the Abu Dhabi Global Market (as\namended on February 13, 2026, the “Pulsar Advisory Services Agreement”). Alyazi Saeed Ahmad Alkhattal Almheiri, a member\nof the Company’s board of directors, is the co-founder and Chief Executive Officer of Pulsar. Ron Sade, also a member of the Company’s\nboard of directors, is an advisor at Pulsar. Keren Maimon and Tariq Salem Alsaman Alnuaimi, also members of the Company’s board\nof directors, are also affiliated with Pulsar. Pursuant to the Pulsar Advisory Services Agreement, Pulsar provides consultancy and advisory\nservices to support the Company’s blockchain and technology operations in the Gulf Cooperation Council region (Bahrain, Kuwait,\nOman, Qatar, Saudi Arabia, and the United Arab Emirates). The services include, among other things, research and explanation of infrastructure\nmarket players and practices, regulatory and compliance advice for digital assets and financial institutions in the UAE, introductions\nto business partners and potential investors, access to Pulsar’s office in Abu Dhabi for Company personnel, assistance with securing\nand maintaining a local trade license, local media relations, and consultation on go-to-market strategies. The Company has granted Pulsar\nan exclusivity mandate to provide advisory services of the nature described in the agreement within the GCC territory during the term\nof the agreement. The initial term is two years from the effective date, subject to renewal for additional one-year periods. Either party\nmay terminate without cause upon 30 days’ prior written notice, or immediately upon a material breach that is not cured within\n30 days. The monthly service fee is $250,000, payable in arrears within ten days of the close of each calendar month (the “Monthly\nFee”). Late payments accrue interest at a rate of 12% per month, or the maximum rate permitted by law, whichever is less. The Company\nalso reimburses Pulsar for pre-approved expenses. Pulsar’s liability under the agreement is capped at the fees paid by the Company\nin the preceding six months. On April 24, 2026, the Company and Pulsar mutually agreed to suspend payment and accrual of the Monthly\nFee until further notice, with all other terms of the Pulsar Advisory Services Agreement remaining in full force and effect.\n\n** **\n\n79\n\n \n\n \n\n**Related Party Transaction Policy**\n\n \n\nPursuant to our related party transaction\npolicy, any related party transaction must be approved or ratified by our board of directors or a designated committee thereof. In determining\nwhether to approve or ratify a transaction with a related party, our board of directors or the designated committee will consider all\nrelevant facts and circumstances, including without limitation the commercial reasonableness of the terms, the benefit and perceived\nbenefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related party’s\ndirect or indirect interest and the actual or apparent conflict of interest of the related party. Our board of directors or the designated\ncommittee will not approve or ratify a related party transaction unless it has determined that, upon consideration of all relevant information,\nsuch transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.\n\n \n\n**7.C. Interests of Experts and Counsel**\n\n \n\nNot applicable."}