BRERA HOLDINGS PLC SEC Filings

Brera Holdings PLC, now operating as Solmate Infrastructure, is launching an at-the-market offering of up to $98,500,000 in Class B Ordinary Shares through Cantor Fitzgerald as sales agent. The shares trade on Nasdaq under the symbol “SLMT”, and Cantor will receive a 3.0% commission on gross proceeds. Based on an assumed price of $7.79, the company illustrates issuance of 12,644,415 shares, which would bring total Class B shares outstanding to 94,639,180 and cause meaningful dilution to new investors. Net proceeds are intended for working capital, general corporate purposes, and particularly to pursue a new Solana-focused digital asset treasury policy, including additional SOL purchases and staking. The company recently raised about $300 million in a September 2025 PIPE transaction and plans to concentrate a significant portion of its balance sheet in SOL, using options and swaps to hedge and third-party custodians and validators to manage custody, staking and liquidity.

Brera Holdings PLC appointed Board Director Dr. Alberto Libanori as Head of Operations, effective November 4, 2025. His compensation includes a $400,000 annual base salary and a performance-based annual bonus targeted at 100% of salary. Bonus outcomes are tied to the Company’s Solana per share (SPS) performance versus a peer cohort and the achievement of specified equity fundraising milestones.

Subject to board approval, he is eligible for $2.0 million in restricted stock units vesting over four years, contingent on continued service. Separately, on October 31, 2025, the Company amended its Strategic Advisor Agreement to correct the exercise price for Strategic Advisor Common Warrants 2, setting it equal to the applicable Performance Metric rather than the closing market price on the day that metric is achieved.

Brera Holdings (BREA) appointed Justin Bowes as Chief Legal Officer, effective immediately. His compensation includes a $425,000 annual base salary and a performance-based annual bonus with a 100% target of base salary. Subject to board approval, he is eligible for RSUs valued at $2.5 million that vest over four years, contingent on continued service, plus a $100,000 one-time signing bonus. Bonus goals are tied to Solana per share performance versus peers and the Company’s equity fundraising milestones. The employment agreement is filed as Exhibit 10.1.

Brera Holdings PLC furnished a Form 6-K that incorporates by reference into its effective Form F-3 shelf registration statement. The filing provides financial information related to the recently completed acquisition of Italian Serie B club Juve Stabia S.r.l. pursuant to Regulation S-X requirements for a significant acquisition.

Exhibits include: unaudited condensed consolidated interim financial statements of Brera as of June 30, 2025 and December 31, 2024 and for the six months ended June 30, 2025 and 2024; audited financial statements of Juve Stabia for the years ended June 30, 2024 and 2023; Juve Stabia unaudited financials for the six months ended December 31, 2024 and 2023; unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and for the six months ended June 30, 2025; and an auditor consent from Grant Thorton S.p.A.

Brera Holdings PLC filed a Form 6-K announcing a Waiver and Consent with certain security holders. Holders representing at least 50.1% of the then outstanding Registrable Securities consented to extend the deadline to file the initial resale registration statement.

The deadline is now the 60th calendar day following the Closing Date, as defined in the Registration Rights Agreement. The Waiver and Consent and the Registration Rights Agreement are included as Exhibits 10.1 and 10.2.

Schedule 13G filed for Brera Holdings PLC reports that ARK Investment Management LLC and Catherine D. Wood together beneficially own 7,279,620 Class B ordinary shares, representing 11.54% of that class. ARK (a Delaware investment adviser) reports sole voting and dispositive power over the 7,279,620 shares, while Catherine D. Wood (U.S. citizen) reports shared voting and dispositive power over the same shares.

The filing states the shares were acquired in the ordinary course of business and not to influence control of the issuer. Signatures from ARK’s Chief Compliance Officer and Catherine D. Wood (CEO & CIO) certify the information.

RBCH Ltd acquired equity and warrants in Brera Holdings PLC totaling economic exposure up to 9.99% of Class B shares. On September 23, 2025 RBCH Ltd purchased 6,500,000 Class B ordinary shares, 11,111,111 common warrants and 4,611,111 pre-funded warrants for an aggregate price of $49,999,999.50 paid in USD Coin using RBCH Ltd's working capital. The reported holdings aggregate to 22,222,222 shares of Class B ordinary share economic interest, representing 9.99% of the class on a post-exercise basis subject to a contractual cap that prevents RBCH Ltd from owning more than 9.99% after warrant exercise. Viktor Fischer was appointed to Brera's board and may receive director equity awards. RBCH Ltd is party to a Registration Rights Agreement covering the reported securities.

Brera Holdings PLC disclosed a set of transaction documents and exhibits related to recent securities issuances and corporate arrangements. The filing lists multiple warrant forms including Strategic Advisor Pre-Funded Warrants, Strategic Advisor Common Warrants 1 and Strategic Advisor Common Warrants 2, which together allow purchase of Class B Ordinary Shares equal in the aggregate to 9.0% of the Class B Ordinary Shares and pre-funded warrants issued under the Securities Purchase Agreements. The exhibit list also includes forms of PIPE warrants, securities purchase and registration rights agreements, a Strategic Advisor Agreement, an Employment Agreement with Marco Santori, and related press materials and risk factors dated around September 2025. These documents indicate a package of financing- and advisory-related securities and contracts executed in mid-to-late September 2025.

Brera Holdings PLC shareholders approved two corporate actions: an increase in the company's authorised share capital by creating 10,000,000,000 new Class B Ordinary Shares at a nominal value of $0.05 each, raising authorised capital from $1,750,000 to $501,750,000, with the new Class B shares to rank pari passu with existing Class B Ordinary Shares; and an increase to the equity incentive pool under the 2022 Equity Incentive Plan by an additional 5,000,000 Class B Ordinary Shares, subject to the plan's terms. The company's constitution as of September 16, 2025 is incorporated by reference.