Brera Holdings' first-half loss widens to $74.3M
Solana staking contributed $3.091 million in first-half revenue, while a related-party validator accounted for approximately 90% of total revenue.
Sentiment and the balance of points
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Brera Holdings PLC (SLMT) reported $3.110 million in revenue for the six months ended June 30, 2026, versus $302,000 a year earlier; net loss was $74.298 million, compared with $3.379 million. Operating expenses included $59.535 million of impairment losses, and net cash used in operating activities was $14.377 million, versus $2.434 million.
Solana-focused digital-asset treasury activities contributed $3.091 million of revenue. Approximately 90% of SOL holdings were delegated to a single validator operated by related party RockawayX Infra Ltd.; staking rewards from that validator accounted for approximately 90% of total revenue. Cash and cash equivalents were $13.070 million as of June 30, 2026. Management said it expects to meet obligations for at least twelve months from the reporting date, with no material uncertainty casting significant doubt on going concern.
Brera sold its entire Juve Stabia interest for nominal consideration of EUR 1, with the buyer assuming all of Juve Stabia’s outstanding debts, obligations, and liabilities; the disposal generated a $7.400 million gain. In May 2026, it closed a registered direct offering of 2,298,000 Class B ordinary shares for approximately $11.421 million in gross proceeds, designated for working capital and general corporate purposes.
Positive
- Six-month revenue reached $3.110 million, versus $302,000 in 2025.
- Juve Stabia’s disposal generated a $7.400 million gain.
Negative
- Six-month net loss was $74.298 million, versus $3.379 million in 2025.
- Net cash used in operations was $14.377 million, versus $2.434 million.
- Impairment losses totaled $59.535 million in first-half 2026.
- Approximately 90% of SOL holdings were delegated to one related-party validator.
Filing Explained
Potential asset-sale proceeds form part of the reported liquidity picture, while digital-asset carrying values reflect impairment accounting and restrictions.
This Form 6-K furnishes interim accounts; management identifies
The balance sheet reports
Key Figures
Key Terms
staking rewards financial
discontinued operations financial
discount for lack of marketability financial
Level 3 of the fair value hierarchy financial
going concern financial
FAQ
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What revenue and net loss did SLMT report for the first half of 2026?
How much cash did SLMT use in operating activities in the first half of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of September,
Commission
File Number
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This Report on Form 6-K shall be deemed to be incorporated by reference into the i) shelf registration statement on Form F-3 (Registration Number 333-276870) of Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) (NASDAQ: SLMT), a Solana-based crypto infrastructure company, filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 5, 2024 and declared effective by the SEC on February 13, 2024 (the “Shelf Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement, the registration statement on Form F-3ASR (Registration Number 333-291657) of the Company, filed by the Company with the SEC on November 19, 2025 (the “Resale Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Resale Registration Statement, and the registration statement on Form F-3 (Registration Number 333-297091) of the Company, filed by the Company with the SEC on June 29, 2026, as amended on July 24, 2026 and August 21, 2026, and into each prospectus or prospectus supplement outstanding under such registration statement, and ii) registration statements on Form S-8 (File Nos. 333-269535 and 333-287999), in each case, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
The Company is furnishing this Report on Form 6-K to provide the unaudited interim consolidated financial statements of the Company as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.
A copy of the “Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025” is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025. | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104* | Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 25, 2026 | BRERA HOLDINGS PLC | |
| By: | /s/ Howard Steinberg | |
| Howard Steinberg | ||
| Chief Legal Officer | ||
2
Exhibit 99.1
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Financial Position
| (Unaudited) June 30, |
December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents (Notes 2 and 12) | $ | $ | ||||||
| Accounts receivable and other receivables, net, including related parties’ amount of $ | ||||||||
| Receivable for private company shares (Notes 11 and 12) | - | |||||||
| Prepaid expenses and other current assets, including related parties’ amount of $ | ||||||||
| Prepayment for digital assets, including related parties’ amount of $ | - | |||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Digital assets, including related parties’ amount of $ | ||||||||
| Investment in private company shares, including related parties’ amount of $ | - | |||||||
| Intangible assets (Note 10) | - | |||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and other payables, including related parties’ amount of $ | $ | $ | ||||||
| Accrued and other current liabilities, including related parties’ amount of $ | ||||||||
| Contract liabilities and deferred revenue (Note 4) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Long-term payables and other long-term liabilities (Note 12) | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ Equity*: | - | - | ||||||
| Share capital (Note 13) | ||||||||
| Shares pending cancellation (Note 13) | ( | ) | ( | ) | ||||
| Capital reserves (Note 13) | ||||||||
| Accumulated deficit (Note 13) | ( |
) | ( |
) | ||||
| Brera Holdings shareholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
| * |
See accompanying notes to condensed consolidated financial statements.
1
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss)
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
| June 30, | June 30, | |||||||
| (in thousands, except share and per share data) | 2026 | 2025 | ||||||
| CONTINUING OPERATIONS | ||||||||
| Revenue, including revenues received from related parties of $ | $ | $ | ||||||
| Operating expenses: | ||||||||
| Equity based expenses, including related party compensation of $ | ||||||||
| General and administrative and cost of goods, including related party expenses $ | ||||||||
| Impairment of non-financial assets (Notes 2 and 7) | - | |||||||
| Total operating expenses | ||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income, net (expense) | ( | ) | ||||||
| Other (expense) income , net | ( | ) | ||||||
| Total other (expense) income, net | ( | ) | ||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ||||
| Provision for income taxes | - | |||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Profit (loss) from discontinued operations, including CTA reclassified from equity, net of tax | ( | ) | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Attributable to the Company | ( | ) | ( | ) | ||||
| Attributable to non-controlling interest | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustments - continued operations | ( | ) | ( | ) | ||||
| Foreign currency translation adjustments - discontinued operations | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - basic and diluted: | ||||||||
| Ordinary shares - Class A | - | |||||||
| Ordinary shares - Class B | ||||||||
| Net loss per share from continuing operations attributable to the Company - basic and diluted: | ||||||||
| Ordinary shares - Class A | $ | - | $ | ( | ) | |||
| Ordinary shares - Class B | $ | ( | ) | $ | ( | ) | ||
| Net profit (loss) per share from discontinued operations attributable to the Company - basic and diluted: | ||||||||
| Ordinary shares - Class A | $ | - | $ | ( | ) | |||
| Ordinary shares - Class B | $ | $ | ( | ) | ||||
| Net loss per share attributable to the Company - basic and diluted: | ||||||||
| Ordinary shares - Class A | $ | - | $ | ( | ) | |||
| Ordinary shares - Class B | $ | ( | ) | $ | ( | ) | ||
See accompanying notes to condensed consolidated financial statements.
2
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
| (in thousands, | Series A | Series B | Class A | Class B | Shares | Non- | ||||||||||||||||||||||||||||||||||||||||||||||||||
| except share and | Preferred Shares | Preferred Shares | Ordinary Shares | Ordinary Shares | pending | Exchange | Other | Accumulated | Controlling | Shareholder’s | ||||||||||||||||||||||||||||||||||||||||||||||
| per share data) | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | cancellation | Reserves | Reserves | Deficit | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024, | $ | - | $ | - | $ | $ | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||
| Shares issued for cash | - | - | ( | ) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock options | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for Juve Stabia acquisition | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Debt conversion to Class A shares | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Equity contribution NCI | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Obligation to issue shares | - | - | - | - | - | - | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| CTA reclassified from OCI to net loss | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Discontinued operations | - | - | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interest on acquisition of subsidiary Juve Stabia | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Series
A Preferred Shares |
Series
B Preferred Shares |
Class
A Ordinary Shares |
Class
B |
Shares pending | Exchange | Other | Accumulated | Non- Controlling |
Shareholder’s | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | cancellation | Reserves | Reserves | Deficit | Interest | Equity | |||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | - | - | $ | - | - | $ | - | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||
| Shares issued for cash | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Cashless warrants exercise | - | - | - | - | - | - | - | - | ( | ) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised for cash | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Obligation to issue shares | - | - | - | - | - | - | - | - | ( | ) | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | - | - | - | - | - | - | - | - | - | ( | ) | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| CTA reclassified from OCI to net loss | - | - | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2026 | $ | - | - | $ | - | - | $ | - | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||
The Company effected a one-for-ten reverse share split of both Class A and Class B Ordinary Shares on May 14, 2026. All share and per-share information presented in these condensed consolidated financial statements has been retrospectively adjusted to reflect the impact of the reverse share split for all periods presented. The total authorized share capital remains unchanged, with the number of authorized shares reduced and the nominal value per share increased proportionally following the split.
See accompanying notes to condensed consolidated financial statements.
3
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2026 and 2025
(Unaudited)
| June 30, | June 30, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net profit (loss) from discontinued operations | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjust net loss for non-cash transactions: | ||||||||
| Depreciation and amortization | ||||||||
| Expected credit losses for accounts receivable | ||||||||
| Impairment loss, net | - | |||||||
| Fair value loss on investment in private company shares | - | |||||||
| Change in fair value of derivative and warrant liability | ( | ) | ( | ) | ||||
| Share-based compensation | ||||||||
| Gain on previously held interest in acquired entity | - | ( | ) | |||||
| Non-cash revenue from digital asset staking rewards | ( | ) | - | |||||
| Interest expense | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Income tax expense | - | |||||||
| Change in contingent consideration | - | ( | ) | |||||
| Debt conversion | - | |||||||
| Changes in non-cash working capital items: | ||||||||
| Accounts receivable and other receivables, net | ( | ) | ( | ) | ||||
| Prepayment and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and other payables | ||||||||
| Contract liabilities and deferred revenue | ||||||||
| Cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Interest received | ||||||||
| Income tax paid | ( | ) | - | |||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of a subsidiary, net of cash acquired | - | ( | ) | |||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Purchase of digital assets | ( | ) | - | |||||
| Net cash used in investing activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash used in investing activities from discontinued operations | - | ( | ) | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Loan from shareholder | - | |||||||
| Proceeds from shares issuance for cash, net of issuance costs | ||||||||
| Proceeds from equity warrants exercise | - | |||||||
| Contribution from minority interest member | - | |||||||
| Partial repayment of debt | - | ( | ) | |||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | - | |||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Effect of foreign exchange rate changes | ( | ) | ||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosures of cashflow information | ||||||||
| Non-cash CTA reclassified from OCI to net loss | $ | $ | ||||||
| Cashless exercise of warrants | $ | $ | - | |||||
| Other non-cash issuance of shares | $ | $ | - | |||||
| Reclassification of receivable to investment in private company shares | $ | $ | - | |||||
| Reclassification from prepaid digital assets to digital assets | $ | $ | - | |||||
See accompanying notes to condensed consolidated financial statements.
4
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 1 – GENERAL INFORMATION AND REORGANIZATION TRANSACTIONS
Company information
Brera Holdings PLC (d/b/a Solmate Infrastructure) (FKA Brera Holdings Limited) (“Brera Holdings”, “we”, or the “Company”), a public company limited by shares, was incorporated in Ireland on June 30, 2022.
On January 31, 2023, the Company completed its Initial Public Offering of
In September 2025, the Company announced a strategic shift toward the Solana ecosystem and its intention to change its name to Solmate. On October 2, 2025, the Company announced that its Class B Ordinary Shares would begin trading on the Nasdaq Capital Market under the new ticker symbol “SLMT,” effective at the open of trading on October 3, 2025; the Company previously traded under the ticker symbol “BREA.” The Company’s SEC filings after such date identify the Company’s Nasdaq ticker as “SLMT,” and the Company has also disclosed that it operates under the name Solmate Infrastructure.
Reverse Stock Split in May 2026
Juve Stabia Disposition
On April 17, 2026, the Company sold its entire equity interest in Juve Stabia to Stabia Capital S.r.l. for nominal consideration of EUR
Rights Agreement
On April 24, 2026, the Company adopted a shareholder rights plan with Equiniti Trust Company, LLC as rights agent, issuing
May 2026 Registered Direct Offering
On May 21, 2026, the Company entered into subscription agreements to sell
5
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 1 – GENERAL INFORMATION AND REORGANIZATION TRANSACTIONS (continued)
Business Information and New Digital Assets Treasury Strategy
Sports business
The Company’s strategy for its sports business is to manage a portfolio of professional football clubs in various international locations. Since inception and until September 2025, the Company pursued a number of acquisition transactions in the international professional sports clubs and provide them access to the global transfer market. As the Company decided to pursue a new business strategy for digital asset treasury, it plans to gradually unwind some of its sports business operations. In April 2026, the Company sold all its equity interest in the wholly owned subsidiary, Juve Stabia to a third party company. See details of Juve Stabia disposal procedures in Note 3, Discontinued Operations.
New Digital Asset Treasury Strategy
In 2025, the Company announced a new business strategy focused on driving the shareholder value through the accumulation and staking of SOL and new revenue streams from cutting-edge Solana staking infrastructure projects. In addition to operating the Company’s sports business the Company’s management will focus its resources on a new treasury policy and a significant portion of the balance sheet will be allocated to holding SOL and other digital assets in the Company’s digital asset treasury.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation
These unaudited interim condensed consolidated financial statements, including comparatives, have been prepared in accordance with IAS 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). The Company’s annual consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). Our year end is December 31. These unaudited interim condensed consolidated financial statements include the accounts of the parent company and its subsidiaries constituting the Company. All intercompany transactions and balances have been eliminated.
The interim results set forth in the unaudited interim condensed consolidated statements of profit or loss and other comprehensive income (loss) for the six months ended June 30, 2026 and 2025 and in our unaudited interim condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year. The unaudited interim condensed consolidated financial statements presented in this report do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Company’s consolidated financial statements as at December 31, 2025 and for the year then ended, included in the Company’s Annual Report on Form 20-F/A for the year ended December 31, 2025 (the “2025 Annual Report”), filed June 22, 2026.
The accounting policies and methods of computation applied in these unaudited interim condensed consolidated financial statements are consistent with those applied in the Company’s annual consolidated financial statements for the year ended December 31, 2025. Refer to the 2025 Annual Report for a detailed summary of the Company’s accounting policies. The amounts in these unaudited interim condensed consolidated financial statements are presented in thousands of dollars (“USD” or “$”), except for the share and per share information or otherwise stated. The comparative information is presented for the previous periods.
6
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently adopted accounting pronouncements
Effective January 1, 2026, the Company adopted Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures). The amendments clarify certain requirements for the classification and measurement of financial assets and financial liabilities, including matters related to contractual cash flow characteristics and electronic payment systems, and introduce additional disclosure requirements for certain financial instruments. The adoption of these amendments did not have a material impact on the Company’s unaudited interim condensed consolidated financial statements.
Functional and Presentation Currency
The financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Effective January 1, 2026, the Company changed its presentation currency from EUR to USD, and accounted for this change retrospectively in accordance with IAS 21. The change was made due to the pivot in the Company’s business strategy from legacy sports business, which operated primarily inside of Europe, to digital asset treasury with the majority of its assets being held in Solana tokens that are valued and presented in USD. Accordingly, following the adoption of a new business strategy the majority of the Company’s staking revenues will be USD-denominated. The Company’s management believes that the USD presentation would provide more relevant information to investors and stakeholders, as it reflects the currency of the Company’s primary operating activities. All comparative amounts presented as of December 31, 2025 and for six months ended as of June 30, 2025 have been translated into USD as if it had always been the presentation currency. Assets and liabilities of foreign operations are translated at the closing rate, income and expenses are translated at rates approximating transaction dates (average rates used for the period), and resulting exchange differences are recognized in other comprehensive income and accumulated in a foreign currency translation reserve. Equity components (share capital, share premium, and accumulated deficit brought forward) were translated at historical rates as of the dates they originally arose. The translation resulted in an adjustment of $
These unaudited interim condensed consolidated financial statements are presented in thousands of US dollars (the Company’s presentation currency).
| Entity | Functional Currency | |
| Brera Holdings PLC | ||
| Brera Milano S.r.l. | ||
| Brera FC | ||
| Fudbalski Klub Akademija Pandev | ||
| UYBA Volley S.s.d.a.r.l. | ||
| Tiverija Brera AD Strumica | ||
| SS Juve Stabia SpA | ||
| Solmate USA Inc. |
7
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Functional and Presentation Currency (continued)
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are generally recognized in profit or loss. Foreign exchange gains and losses are presented in the statement of profit or loss, on a net basis within other gains or losses.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet and at historical rates for equity. |
| ● | income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and |
| ● | all resulting exchange differences are recognized in other comprehensive income. |
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
8
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Going Concern Assumption
In preparing these unaudited interim condensed consolidated financial statements, the management of the Company have given careful consideration to the future liquidity of the Company. During the six months ended June 30, 2026, the Company incurred a net loss of $
In accordance with International Accounting Standards (“IAS”) 1 Presentation of Financial Statement, management has assessed the Company’s ability to continue as a going concern for at least twelve months from the reporting date and considered whether any material uncertainties exist that may cast significant doubt on the Company’s ability to continue as a going concern.
The Company’s primary source of liquidity has historically been proceeds from equity financing.
Since inception, the Company has incurred recurring operating losses and negative cash flows from operations. As disclosed in the unaudited interim condensed financial statements as of June 30, 2025, management previously identified a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern due to historical losses and the need for additional financing.
Net cash used in operating activities from continuing operations for the six months ended June 30, 2026 was approximately $
The unaudited interim condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets and the satisfaction of liabilities in the ordinary course of business and do not include any adjustments that would result if the Company were unable to continue as a going concern.
Historical Cost Convention
The unaudited interim condensed consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
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Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Judgments and Estimates
The preparation of these unaudited interim condensed consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which by their nature are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
| ● | Measurement of the provision for doubtful accounts, for the significant assumptions used by management in estimating the expected credit loss (“ECL”) (weighted-average loss rate or default rate, current and future financial situation of debtors for individual receivables that management is aware will be difficult to collect, future general economic conditions), and for the fair value measurements of options and warrants. |
| ● | Estimated useful lives, depreciation method and impairment assessment of the property, plant and equipment and rights-of-use assets and for measuring impairment of intangibles. |
| ● | Valuation of digital assets, including SOL and other crypto assets received or receivable as consideration in non cash transactions, assets received in kind, and assets acquired or transferred in connection with PIPE transactions, including any estimates related to vesting schedules assumptions and other inputs used in valuation of the discount for lack of marketability for certain locked digital assets. |
| ● | Determination of the fair value of identifiable assets acquired and liabilities assumed in business combinations or asset acquisitions, including the valuation of Juve Stabia Purchase Price Allocation and related purchase price allocation assumptions. |
| ● | Valuation of receivable for private company shares, including the fair value of shares receivable from PIPE investors, where applicable, and valuation of investment in private company shares. The valuation requires judgment because the underlying shares are not publicly traded and may involve assumptions regarding observable transaction prices, changes in market conditions, company-specific developments, transfer restrictions, expected timing of receipt, foreign currency effects and recoverability. |
| ● | Estimates and assumptions used to determine the fair value of share-based payment awards, including expected volatility, expected term, risk-free interest rate, dividend yield, and other relevant valuation inputs. |
| ● | Determination of Juve Stabia’s results of operations and related balance sheet movements for the period from January 1, 2026 to the disposal date of April 17, 2026, as actual financial information was not available as of the reporting date. Revenue and expenses were estimated primarily on a pro-rata basis from the preceding six-month period, adjusted for available contractual and banking data, and represent a significant input to the gain or loss on disposal recognized within discontinued operations. |
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, without notice or penalty, with an initial maturity of 90 days or less to be cash equivalents. Our Company had cash equivalents of $
10
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Prepaid Expenses and Other Current Assets
Prepayments and other current assets consist mainly of yearly registration fees to professional leagues, legal and professional deposits, and loans receivables. Details are as follows:
| (Unaudited) June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepaid insurance | $ | $ | ||||||
| Deposits and prepayments | ||||||||
| Loan receivable | ||||||||
| Inventory asset | ||||||||
| Prepaid Taxes | - | |||||||
| Total | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, loan receivables included in prepaid expenses and other current assets, all of which was due from Sport for Life. Sport for Life is owned by Sasho Pandev, the brother of Goran Pandev, who is a director and minority shareholder of Brera Holdings and a minority shareholder of FKAP.
Digital Assets
The Company accounts for its digital assets as intangible assets in accordance with IAS 38, Intangible Assets, as the digital assets are identifiable, non-monetary assets without physical substance. Digital assets are recognized when the Company obtains control of the underlying digital assets. Digital assets acquired through purchases are initially recognized at cost, which includes the purchase price and any directly attributable costs necessary to acquire the assets. Digital assets received as part of capital raising activities, including the PIPE, are initially recognized at transaction cost value on the date the Company obtains control over those assets.
The Company applies the cost model under IAS 38 for subsequent measurement of its digital assets. Accordingly, digital assets are carried at cost less any accumulated impairment losses. The Company has determined that its digital assets have indefinite useful lives because there is no foreseeable limit to the period over which the assets are expected to generate economic benefits. As a result, digital assets are not amortized.
Digital assets are assessed for impairment quarterly. An impairment loss is recognized when the carrying amount of the digital assets exceeds their recoverable amount. The recoverable amount is the higher of fair value less costs of disposal and value in use. Impairment losses on digital assets are reflected in the consolidated statements of profit or loss within operating expenses.
In determining the fair value of crypto assets for its impairment evaluation, the Company utilizes quoted digital asset prices within the Company’s principal market at the time of measurement, based on the closing price as of the date of measurement. The Company has designated Kraken exchange as its principal exchange market for SOL based on the market that the Company has access to and that has the greatest volume and level of orderly transactions for SOL. The Company reassesses its principal market when facts and circumstances change, including, but not limited to, when new markets become accessible or when the volume or activity in the current principal market declines.
In determining the fair value of SOL, the Company uses the closing SOL/USD market price as of the applicable measurement date, based on the Kraken exchange market as its principal market for SOL.
The Company recognizes disposals of digital assets using the first-in, first-out method. Any gain or loss on disposal is measured as the difference between the consideration received and the carrying amount of the digital assets disposed of and is recognized in the consolidated statements of profit or loss.
11
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Digital Assets (continued)
The Company received locked, staked SOL (“Locked SOL”) as part of its PIPE transaction and commenced native staking with acquired SOL in October 2025. The Locked SOL is held in a custodial controlled account managed by an authorized person and is subject to a long-term monthly vesting schedule under which the principal balance and earned staking rewards can be earned. The Company is contractually restricted from transferring the Locked SOL on-chain; however, the Company may transfer ownership off-chain through a wallet ownership transfer with the custodian.
The Company classifies Locked SOL within digital assets in the consolidated balance sheets. In assessing impairment of Locked SOL, the Company considers the contractual transfer restrictions and vesting schedule, including a discount for lack of marketability, based on a third-party valuation assessment that was reviewed by management for completeness and reasonableness. The third-party valuation used the quoted SOL market price as of the valuation date as the starting point and applied discounts for lack of marketability based on the remaining contractual restriction periods. As of June 30, 2026, the remaining restriction periods ranged from 1 month to 19 months, resulting in DLOMs ranging from
The Company’s prepaid digital assets that have not yet been delivered to the Company are recorded as prepayment for digital assets until the Company obtains control of the underlying digital assets. As of December 31, 2025, prepayments for digital assets amounted to $
Purchases of digital assets are reflected as cash flows used in investing activities in the unaudited interim condensed consolidated statements of cash flows.
Solana Staking
The Company used a portion of the proceeds from its capital raising activities to acquire and deploy SOL in staking activities, including native staking and locked or restricted staking arrangements. The Company participates in staking by delegating SOL to validators on the Solana network, including validators operated by RockawayX Infra Ltd., which is a related party to the Company and other third-party providers. The Company may enter into service arrangements with validators or infrastructure providers to facilitate staking; however, the Company retains beneficial ownership and economic exposure to the SOL it stakes.
The Company evaluates whether it controls staked SOL based on its ability to obtain the economic benefits from the asset and to restrict others’ access to those benefits. Lock-up, vesting, or other transfer restrictions do not, in and of themselves, result in a loss of control where the Company retains beneficial ownership of the SOL and the related rights to staking rewards. Accordingly, staked SOL, including locked or restricted SOL, remains recognized as digital assets of the Company unless and until control is transferred to another party.
Staking rewards are generated through the Company’s participation in network validation activities by delegating SOL to validators. The amount of staking rewards, if any, is variable and subject to validator performance, network conditions, protocol rules and other factors outside the Company’s control. The Company recognizes staking rewards when the applicable network epoch has been completed, the rewards have been confirmed by the Solana network, and the Company has obtained the right to receive the rewards. Prior to such confirmation, the Company does not recognize staking rewards because the amount of rewards is not known and remains subject to factors outside the Company’s control.
12
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Solana Staking (continued)
Staking rewards are presented as revenue when the related staking activities are part of the Company’s ordinary activities. Upon recognition, staking rewards are measured at the fair value of the SOL received or receivable using observable market prices or other market-based reference rates as of the date the Company obtains the right to the rewards. If rewards have been earned but not yet received, the Company recognizes a staking rewards receivable or contract asset, as applicable. Upon receipt, the rewards are recognized as digital assets in accordance with the Company’s accounting policy for digital assets.
Fair Value of Financial Instruments
The fair values of all financial instruments are measured using cost, market or income approaches. Fair values of investments are estimated by a combination of internal and external valuation specialists. Valuations are reviewed by the Company’s senior management.
The financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values, with the designation based upon the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are:
| ● | Level 1 Inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. |
| ● | Level 2 Inputs: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. |
| ● | Level 3 Inputs: One or more inputs to the valuation are unobservable and significant to the fair value measurement of the asset or liability. Unobservable inputs reflect management’s assumptions on how market participants would price the asset or liability based on the information available. |
On initial recognition, financial assets and financial liabilities are recognized at fair value and are subsequently classified and measured at: (i) amortized cost; (ii) fair value through other comprehensive income (“FVOCI”); or (iii) fair value through profit or loss (“FVTPL”). The classification of financial assets and liabilities is generally based on the business model in which a financial asset or liability is managed and its contractual cash flow characteristics. A financial asset or liability is initially measured at fair value net of transaction costs that are directly attributable to its acquisition or incurrence, except for financial assets at FVTPL where transaction costs are expensed. All financial assets and liabilities that are not classified and measured at amortized cost or FVOCI are measured at FVTPL.
13
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial assets
Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets are added to or deducted from the fair value on initial recognition, except for financial assets measured at fair value through profit or loss, for which transaction costs are recognized in profit or loss as incurred.
The Company classifies financial assets at initial recognition as subsequently measured at amortized cost, fair value through other comprehensive income, or fair value through profit or loss based on the Company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.
Cash and cash equivalents are measured at fair value. Accounts receivable, loan receivables and other receivables, including prepayment for digital asset transactions, are generally measured at amortized cost and are subject to an expected credit loss assessment. Receivables for private company shares, investments in private company shares, derivative financial assets and liabilities, if any, are measured at fair value through profit or loss.
As of June 30, 2026 and December 31, 2025, the Company’s financial assets consisted primarily of cash and cash equivalents, accounts receivable and other receivables, loan receivables, receivables for private company shares, and investment in private company shares. The carrying amounts of cash and receivables approximate their fair values due to their short-term maturities, unless otherwise disclosed. While receivables for private company shares and investment in private company shares are classified within Level 3 of the fair value hierarchy because the underlying private company shares are not publicly traded and there is no quoted price in an active market for the shares.
Accounts receivables and other receivables, net
Accounts receivable are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less expected credit loss allowance. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables. The expected credit loss allowance is recorded using a provision matrix based on historical default experience, adjusted for current and forward-looking information, including the financial condition of counterparties and general economic conditions. The Company’s accounts receivables are mainly made up of advertising, sponsorships, and naming rights due from third parties. The Company’s other receivables comprise balances due from counterparties from other transactions, including digital transactions and sports business. As of June 30, 2026 and December 31, 2025, accounts receivable and other receivables, net amounted to $
At each reporting date, the Company assesses expected credit losses (“ECL”) on its accounts receivable and other receivables and records an impairment provision, if needed.
Impairment
The Company recognizes a loss allowance for expected credit losses (“ECL”) on financial assets measured at amortized cost, including trade receivables, loan receivables and other receivables. Expected credit losses are measured as the present value of all cash shortfalls over the expected life of the financial asset, discounted at the asset’s original effective interest rate, where applicable.
The Company applies the simplified approach for trade receivables and recognizes lifetime expected credit losses from initial recognition. For other financial assets measured at amortized cost, the Company applies the general approach under IFRS 9 and recognizes expected credit losses based on changes in credit risk since initial recognition.
14
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment (continued)
In assessing expected credit losses, the Company considers reasonable and supportable information that is available without undue cost or effort, including historical collection experience, current conditions, borrower or counterparty-specific factors, expected timing of collection, collateral or other credit enhancements, and forward looking information.
Financial assets are written off when the Company has no reasonable expectation of recovering the asset in whole or in part. Any impairment losses, reversals of impairment losses and write-offs are recognized in profit or loss.
Investment in private company shares
The Company accounts for its investment in private company shares as a financial asset measured at fair value through profit or loss under IFRS 9. Changes in fair value are recognized in profit or loss.
The investment in private company shares is classified within Level 3 of the fair value hierarchy because the underlying private company shares are not publicly traded and there is no quoted price in an active market for the shares. The fair value of the investment in private company shares was determined using a mark-to-market approach anchored to the observable per-share transaction price paid by Brera Holdings on the date of legal ownership of September 15, 2025 (Acquisition Date), adjusted forward to June 30, 2026 by reference to the price movement of relevant market indices over the intervening period. Significant judgment was required in selecting the adjustment to the value as of June 30, 2026.
The significant inputs used in the valuation included an acquisition-date per-share value of $
Financial liabilities
All financial liabilities are classified and subsequently measured at amortized cost except for financial liabilities at FVTPL. The classification determines the method by which the financial liabilities are carried in the consolidated statements of financial position subsequent to inception and how changes in value are recorded. Accounts payable and accrued liabilities, taxes payable, due to related parties, loans payable and lease liability are classified as financial liabilities and carried in the statements of financial position at amortized cost, which approximates the fair value. Interest bearing loans are initially recognized at fair value, and are subsequently measured at amortized cost, using the effective interest method.
As of June 30, 2026 and December 31, 2025, the Company recorded a derivative liability of $
As of June 30, 2026 and December 31, 2025, the Company recorded a contingent liability of $
15
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Liabilities vs. Equity
Financial liabilities and equity instruments issued by the Company are classified as either financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument under IAS 32, Financial Instruments: Presentation.
An instrument is classified as a financial liability when the Company has a contractual obligation to deliver cash or another financial asset to another party, or to exchange financial assets or financial liabilities under conditions that are potentially unfavorable to the Company. A contract that will or may be settled in the Company’s own equity instruments is also assessed to determine whether it requires settlement by delivery of a variable number of the Company’s own equity instruments or otherwise fails the “fixed-for-fixed” equity classification criteria.
An instrument is classified as equity only when it evidences a residual interest in the assets of the Company after deducting all of its liabilities and the contractual terms do not give rise to a financial liability.
Equity Instruments
Equity instruments issued by the Company, including shares, stock awards, options and warrants, are recognized in equity when the contractual terms of the instruments do not give rise to a financial liability. For instruments that may be settled in the Company’s own equity instruments, the Company assesses whether the arrangement will be settled by exchanging a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments.
Equity instruments are initially measured at the fair value of the consideration received or, where issued in exchange for services, at the fair value of the instruments granted at the grant date or issuance date, as applicable. Amounts recognized in respect of equity instruments are recorded directly in equity, net of any directly attributable transaction costs.
Accounts Payable
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial period which are unpaid. Accounts payable are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
The Company’s accounts payable mainly represent amounts due to vendors, including independent third party and related parties, who delivered the consultancy services. Other payables mainly represent accruals, VAT and other taxes payable.
16
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Risk Factors
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The main types of risks are credit risk, liquidity risk and market risk. These risks arise from the normal course of operations, and all transactions are undertaken as a going concern. The type of risk exposure and the way in which such exposure is managed is as follows:
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation to the Company, resulting in a financial loss. The Company is exposed to credit risk primarily from cash and cash equivalents, trade and other receivables, loan receivables and amounts due from counterparties. The Company manages credit risk by monitoring counterparty credit quality, assessing collectability of receivables and maintaining cash balances with financial institutions and custodians that management believes are creditworthy.
As of June 30, 2026, there were no customers that accounted for more than 10% of the Company’s accounts receivable and other receivables, net, and as of December 31, 2025, there were two customers who accounted for more than 10% of the Company’s accounts receivable and other receivables, net. In order to minimize credit risk, the management of the Company has delegated a team responsible for determination of credit limits and credit approvals.
Cash and cash equivalents are placed with credit-worthy financial institutions with high credit ratings assigned by international credit-rating agencies and therefore credit risk is limited. The Company has adopted procedures for extending credit terms to customers and monitoring its credit risk. Credit evaluations are performed on customers requiring credit over a certain amount. Before accepting any new customer, the Company carries out research on the credit risk of the new customer and assesses the potential customer’s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed when necessary.
Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits and accounts receivable. The Company minimizes the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. For the cash deposit in the traditional banks in Italy, cash balances in excess of the amount covered by the statutory Deposit Guarantee Scheme in Italy (i.e., EUR
As of June 30, 2026 and December 31, 2025, we had cash deposits in a non-traditional bank, Wise Europe SA, amounting to $
As of June 30, 2026 and December 31, 2025, the Company also held cash deposits in a US commercial bank Axos Bank and Terra Bank, amounting to $
During the six-month period ended June 30, 2026, the Terra Bank account was closed.
17
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Credit Risk (continued)
The Company’s current credit risk-grading framework comprises the following categories:
| Category | Description | Basis of recognizing Expected Credit Loss (“ECL”) | ||
| Low risk | ||||
| Doubtful | ||||
| In default | ||||
| Write-off |
Digital Asset Concentration and Custody Risk
In addition, the Company may be exposed to risks associated with the custody, safeguarding and control of digital assets, including risks of loss, theft, cyberattack, private key compromise, unauthorized access, fraud, technological failure or the failure of third-party custodians or service providers. The Company uses three major US based custodians to custody its digital assets, with one of these custodians (which is also a related party) holding over
Certain digital assets may be determined by regulatory authorities to constitute securities or other regulated financial instruments. If any digital assets held or transacted by the Company are determined to be securities, the Company may become subject to additional regulatory requirements, restrictions, reporting obligations or enforcement risk. Depending on the nature and extent of the Company’s digital asset activities, such developments could also affect the Company’s status under applicable securities laws, including whether it may be required to register as an investment company or qualify for an exemption from such registration.
18
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure, as much as possible, that it maintains sufficient cash, cash equivalents and other liquid assets, and has access to available funding sources, to meet its liabilities when due.
In managing liquidity risk, the Company monitors forecast and actual cash flows, expected cash requirements, available financing sources, and the liquidity characteristics of its assets, including any digital assets held by or on behalf of the Company. Digital assets may be subject to liquidity risk due to market volatility, limited trading volumes, exchange or platform disruptions, transfer restrictions, network congestion, regulatory developments, or other factors that may affect the Company’s ability to convert such assets into cash on a timely basis or at expected values.
The Company may also be exposed to liquidity risks related to assets held with custodians, exchanges, wallet providers or other third-party service providers, including risks relating to access, control, withdrawal limitations, platform suspensions, insolvency or operational failure of a service provider, or other restrictions that could delay or prevent the Company from accessing or liquidating assets when needed.
Certain digital assets may be subject to contractual, technological or protocol-based restrictions on use or transfer, including assets held in locked wallets, staking arrangements, vesting arrangements, escrow arrangements, smart contracts or other arrangements that may limit the Company’s ability to access, transfer, pledge, sell or otherwise use such assets to meet short-term liquidity needs. The Company considers such restrictions when assessing the availability of digital assets for liquidity management purposes.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, digital asset prices and other market variables, will affect the Company’s income or the value of its holdings of financial and non-financial assets.
The Company is exposed to market risk in the ordinary course of business, including interest rate risk and, to the extent the Company holds digital assets, price volatility risk associated with those digital assets. Digital asset markets have historically experienced significant price volatility and may be affected by changes in market demand, investor sentiment, technological developments, regulatory actions, exchange or platform disruptions, cybersecurity incidents, and broader macroeconomic conditions. A decline in the market value of digital assets held by the Company could adversely affect the Company’s financial position and results of operations.
Interest Rate Risk
Interest rate risk is the risk that changes in market interest rates will affect the Company’s income, cash flows or the fair value of its financial instruments. The Company’s exposure to interest rate risk primarily relates to its interest-bearing borrowings and cash balances.
The Company’s borrowings are fixed-rate instruments and, therefore, changes in market interest rates do not affect the Company’s contractual interest payments or cash flows on those borrowings. However, changes in market interest rates may affect the fair value of fixed-rate borrowings. Given the nature and amount of the Company’s debt and interest-bearing assets, management believes that the Company’s exposure to interest rate risk is not material.
19
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Exchange Risk
The functional currencies of the Company and its subsidiaries are based on the primary economic environment in which each entity operates. The majority of the Company’s cash flows, financial assets and liabilities are denominated in U.S. dollars, euros and Macedonian denars. The Company’s presentation currency is U.S. dollars.
Currency risk is limited to the proportion of our business transactions denominated in currencies other than the dollars, primarily for capital expenditures, potential future debt, if any, and various operating expenses such as salaries and professional fees. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.
Deferred Offering Costs
Deferred offering cost means any fees, commissions, costs, expenses, concessions and other amounts payable to any party, including, without limitation, brokers, underwriters, advisors (accounting, financial, legal and otherwise) and any consultants, in connection with the Company’s initial public offering of Class B Ordinary Shares (“Offering Shares”).
Property and Equipment
Property and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes directly attributable expenditures and, where applicable, capitalized borrowing costs. Depreciation is recognized on a straight-line basis over the estimated useful lives of the assets from the date they are available for use: (i) office equipment:
Useful lives and residual values are reviewed at each reporting date and adjusted prospectively where appropriate. Assets are derecognized on disposal or when no future economic benefits are expected, with gains or losses recognized in the statements of profit or loss.
Property and equipment as of June 30, 2026 and December 31, 2025 are reported under the line item other non-current assets in the statements of financial position.
Depreciation expense for the six months ended June 30, 2026 and 2025 amounted to $
20
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of Goodwill, Intangible Assets, and Other Non-Financial Assets
Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill is tested for impairment at the level of the cash-generating unit, or group of cash-generating units, expected to benefit from the business combination in which the goodwill arose.
At each reporting date, the Company assesses whether there are indicators that other non-financial assets, including property and equipment, right-of-use assets and finite-lived intangible assets, may be impaired. If any such indicator exists, the Company estimates the recoverable amount of the individual asset or, where the asset does not generate independent cash inflows, the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs of disposal and value in use. Fair value less costs of disposal is determined based on available market information, recent transactions or valuation techniques, as applicable. Value in use is determined based on the present value of estimated future cash flows expected to be derived from the asset or cash-generating unit. For purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
An impairment loss is recognized in profit or loss when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses recognized for goodwill are not reversed in subsequent periods. Impairment losses recognized for non-financial assets other than goodwill are reviewed at each reporting date for possible reversal when there has been a change in the estimates used to determine the recoverable amount. Any reversal is limited so that the revised carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized in prior periods.
The Company performed its impairment assessments and determined that impairment losses were required to be recognized for the six months ended June 30, 2026. Details of impairment losses recognized are disclosed in Note 7 – Impairment of Non-Financial Assets.
Share-Based Compensation
The Company accounts for share-based payment arrangements in accordance with IFRS 2, Share-based Payment. The Company may grant share options, share awards, restricted share units, warrants or other equity-based instruments to directors, officers, employees, consultants and other service providers.
Equity-settled share-based payment awards are measured at the fair value of the equity instruments granted at the grant date. The fair value of share options and warrants is estimated using an appropriate option-pricing model, such as the Black-Scholes model, considering, as applicable, the exercise price, expected volatility, expected term, expected dividends, risk-free interest rate and the market price of the Company’s shares at the grant date. The fair value of share awards is generally based on the market price of the Company’s shares at the grant date.
The fair value of equity-settled awards is recognized as share-based compensation expense over the applicable vesting period, with a corresponding increase in equity. Each vesting tranche is treated as a separate award with its own vesting period and grant date fair value. For awards that vest immediately, the full amount of the grant date fair value is recognized as expense on the grant date, unless the award is directly attributable to a qualifying capital transaction or asset acquisition, in which case the amount is capitalized in accordance with the applicable IFRS Accounting Standard.
21
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Share-Based Compensation (continued)
The Company estimates the number of awards expected to vest based on service and non-market performance vesting conditions and revises those estimates at each reporting date. Compensation expense is adjusted prospectively for changes in the number of awards expected to vest. If an award does not vest because a service condition or non-market performance condition is not satisfied, any previously recognized expense is reversed. However, no reversal is made for awards that have vested, even if the vested awards are subsequently forfeited, expire unexercised or are not exercised.
The Company accounts for modifications, amendments, cancellations or settlements of share-based payment awards in accordance with IFRS 2. If the terms of an equity-settled award are modified and the modification increases the fair value of the award or is otherwise beneficial to the holder, the incremental fair value is recognized over the remaining vesting period or immediately if the award is fully vested. If a modification reduces the fair value of an award, the Company continues to recognize the original grant date fair value, subject to the original vesting conditions.
Revenues
The Company recognizes revenue in accordance with IFRS 15, Revenue from Contracts with Customers. Revenue is measured based on the consideration specified in a contract with a customer and is recognized when, or as, control of the promised goods or services is transferred to the customer.
The Company’s revenue streams include commercial revenue from the operation of its professional sports teams, including sponsorship, advertising, brand promotion and other commercial arrangements; matchday and related event revenue, if applicable; player registration and transfer-related income, where applicable; and digital asset revenue, including SOL staking rewards.
Sponsorship, advertising, brand promotion and other commercial revenue is recognized when the related services are provided or over the term of the related agreement, depending on the nature of the performance obligations. Revenue settled through non-cash or in-kind consideration is measured at the fair value of the consideration received or receivable.
Matchday and event-related revenue, if applicable, is recognized when the relevant match or event takes place. Player registration and transfer-related income, where applicable, is recognized when the Company has satisfied its obligations under the relevant agreement and control of the player registration rights or related economic rights has transferred.
Staking rewards are generated from the Company’s participation in Solana network validation activities through delegation of SOL to validators. Staking rewards are recognized when the applicable network epoch has been completed, the reward has been confirmed by the Solana network and the Company obtains control of the rewards, which generally occurs when the rewards are credited or otherwise made available to the Company’s wallet or custodial account. Prior to confirmation, the amount of staking rewards, if any, is variable and subject to validator performance, network conditions, protocol rules and other factors outside the Company’s control.
Staking rewards are measured at the fair value of SOL received or receivable using observable market prices or other market-based reference rates as of the date the Company obtains the right to the reward.
A contract asset represents the Company’s right to consideration for goods or services transferred to a customer when that right is not yet unconditional and is assessed for impairment in accordance with IFRS 9. A receivable represents an unconditional right to consideration. A contract liability represents the Company’s obligation to transfer goods or services for which consideration has been received or is due from the customer. Contract assets and contract liabilities relating to the same contract are presented on a net basis.
22
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Segment Reporting
The Company determines its operating segment based on how its chief operating decision maker (“CODM”) manages the business, makes operating decisions, including the allocation of resources, and assesses operating performance. The Company’s CODM is the Chief Executive Officer, who reviews the Company’s operating results on a consolidated basis as well as by business line for purposes of resource allocation and performance assessment.
The Company determined that it has
| ● | Digital Assets Treasury Segment |
| ● | Legacy Sports Portfolio |
The Digital Asset Treasury segment includes the Company’s SOL treasury, staking, validator and related digital asset activities. The Legacy Sports Portfolio segment includes the Company’s historical professional sports team operations, including sponsorship, advertising, matchday and other sports-related commercial activities.
Our revenue has been disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The categories of the majority of our revenue during the six months ended June 30, 2026 and 2025 are as follows:
| (Unaudited) | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Digital asset treasury | $ | $ | - | |||||
| Legacy sports portfolio | ||||||||
| Total | $ | $ | ||||||
Leases
The Company applies IFRS 16 to all leases at inception or upon modification, unless the contract is reassessed due to changes in terms and conditions.
The Company applies the recognition exemptions for:
| ● | Short-term leases (lease term of 12 months or less and no purchase option); and |
| ● | Leases of low-value assets |
Payments for these leases are recognized as an expense on a straight-line basis over the lease term.
As of June 30, 2026, the Company only maintains short term leases with third-party lessors. No lease was accounted for under IFRS 16.
23
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit/(loss) before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realized, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
As of June 30, 2026, the Company did not recognize any deferred tax assets in respect of tax loss carryforwards and deductible temporary differences due to the uncertainty regarding the availability of future taxable profits against which such deferred tax assets could be utilized.
24
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible Assets
Goodwill
Goodwill is monitored by management at the level of each operating segment. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). Goodwill is measured as described in the Business Combinations section above. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Intangible Assets
Player contracts, broadcasting rights, brands, and customer relationships were acquired as part of a business combination. They are recognized at their fair value at the date of acquisition and are subsequently amortized on a straight-line basis as follows:
| Player contracts | |
| Brands | |
| Broadcasting rights |
The asset’s useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
The total amortization expense of intangible assets for the six months ended June 30, 2026 and 2025 were $
25
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 3 – DISCONTINUED OPERATIONS
Disposal of UYBA
On June 17, 2025, the Company sold its entire interest in UYBA to Selene Sas Di Immobiliare, Luna Srl “Selene”. Because the sale represented the divestment of a separate major line of business, the results of UYBA have been classified and presented as discontinued operations in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Accordingly, the Company’s consolidated statements of profit or loss for all prior periods presented have been retrospectively restated to separately present the results of continuing and discontinued operations. Comparative information in the notes to the financial statements has also been updated, where applicable, to reflect this presentation.
The sale of UYBA completed the Company’s divestment from the volleyball operations segment. The Company does not retain any ownership interest, management role, or continuing involvement in UYBA following the transaction.
Due to the change in presentation currency from EUR to US$, the Company reclassified its cumulative translation adjustments, related to UYBA, amounting to $
Disposal of Juve Stabia
On April 17, 2026, the Company entered into a deed of transfer to sell its entire equity interest in Juve Stabia to Stabia Capital S.r.l. The sale price was nominal consideration of EUR
At the date control was lost, Juve Stabia had total assets of $
| April 17, 2026 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable and other receivables, net | ||||
| Prepaid expenses and other current assets | ||||
| Total current assets | ||||
| Non-current assets: | ||||
| Property and equipment, net | ||||
| Intangible assets | ||||
| Other non-current assets | ||||
| Total assets | $ | |||
| LIABILITIES AND NET DEFICIT | ||||
| Current liabilities | ||||
| Accounts payable and other payables | $ | |||
| Long term payables, current portion | ||||
| Deferred revenues | ||||
| Income tax payable | ||||
| Total current liabilities | ||||
| Non-current liabilities | ||||
| Deferred tax liability | ||||
| Total liabilities | ||||
| Net deficit | $ | ( | ) | |
26
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 3 – DISCONTINUED OPERATIONS (continued)
Disposal of Juve Stabia (continued)
The transaction resulted in a gain on disposal of $
The disposal of Juve Stabia represented the disposal of a separate major line of business of the Company because it was part of the Company’s Legacy Sport Portfolio, which generated a significant portion of the Company’s historical revenue and operations and was managed and monitored separately from the Company’s continuing operations. The disposal was undertaken as part of the Company’s strategic shift away from athletic club ownership and toward its new principal operations, while also reducing exposure to Juve Stabia’s significant liabilities and unprofitable operations.
Because the sale represented the divestment of a separate major line of business, the results of Juve Stabia have been classified and presented as discontinued operations in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Accordingly, the Company’s unaudited interim condensed consolidated statements of profit or loss for all prior periods presented have been retrospectively restated to separately present the results of continuing and discontinued operations. Comparative information in the notes to the condensed consolidated financial statements has also been updated, where applicable, to reflect this presentation.
The sale of Juve Stabia is in line with the Company’s ongoing strategy to divest its interests in the Legacy Sports Portfolio operations segment. The Company does not retain any ownership interest, management role, or continuing involvement in Juve Stabia following the transaction.
See the tables below for the summary of assets and liabilities of Juve Stabia before classification as held for sale as of December 31, 2025:
| December 31, 2025 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable and other receivables, net | ||||
| Prepaid expenses and other current assets | ||||
| Total current assets | ||||
| Non-current assets: | ||||
| Property and equipment, net | ||||
| Intangible assets | ||||
| Total assets | $ | |||
| LIABILITIES | ||||
| Current liabilities | ||||
| Accounts payable and other payables | $ | |||
| Accrued and other liabilities | ||||
| Deferred revenues | ||||
| Income tax payable | ||||
| Total current liabilities | ||||
| Non-current liabilities | ||||
| Long term payables | ||||
| Other long-term liabilities | ||||
| Total non-current liabilities | ||||
| Total liabilities | $ | |||
No assets and liabilities of UYBA and Juve Stabia are classified as discontinued operations and held for sale as of December 31, 2025.
No assets and liabilities are classified as discontinued operations and held for sale as of June 30, 2026.
27
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 3 – DISCONTINUED OPERATIONS (continued)
Discontinued operations
See the tables below for the summary of statement of operations of UYBA and Juve Stabia classified as discontinued operations as of and for the periods presented:
| June 30, | ||||
| 2026 | ||||
| Juve Stabia | ||||
| Revenue | $ | |||
| Operating expenses | ||||
| General and administrative expenses | ||||
| Impairment of non-financial assets | ||||
| Total operating expenses | ||||
| Operating loss from discontinued operations | ( | ) | ||
| Other income: | ||||
| Interest income | ||||
| Other income | ||||
| Net gain on disposal of subsidiary | ||||
| Total other income | ||||
| Profit before income taxes | ||||
| Provision for income taxes | ||||
| Net profit | $ | |||
UYBA has no operational activities associated with discontinued operations for the six months ended June 30, 2026.
| June 30, 2025 | ||||||||||||
| UYBA | Juve Stabia | Total Discontinued | ||||||||||
| Revenue | $ | $ | - | $ | ||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Other income (expense): | ||||||||||||
| Interest income (expense) | ( | ) | - | ( | ) | |||||||
| Other income | - | |||||||||||
| Net loss on disposal of subsidiary | ( | ) | - | ( | ) | |||||||
| Total other expenses, net | ( | ) | - | ( | ) | |||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
28
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 4 – REVENUES, DEFERRED REVENUES AND SEGMENTS
Revenues
For the six months ended June 30, 2026, the Company received the majority of its staking revenues from a validator operated by its related party, RockawayX Infra Ltd, which accounted for approximately
Deferred revenue
Deferred revenue, also known as unearned revenue, represents amounts received or invoiced in advance of delivering goods or rendering services. These amounts are recognized as revenue when the performance obligations under the contracts are fulfilled.
Deferred revenue as of June 30, 2026 and December 31, 2025 came from legacy operations and amounted to $
Segments
The Company’s Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, regularly reviews financial and operational information by business line to assess performance and allocate resources. Based on the current internal reporting structure and in accordance with IFRS 8, the Company monitors its results across
| ● | Digital Asset Treasury: The Treasury segment manages the Company’s digital asset holdings and treasury strategy, with activities primarily consisting of staking rewards from digital assets. |
| ● | Legacy Sport Portfolio: The Sport Portfolio segment includes the Company’s multi-club ownership strategy and related operations. Activities include ownership and management of sports clubs and generation of revenues from competition prizes, sponsorships, player transfers, and sports-related advisory and consulting services. |
The CODM evaluates the performance of operating segments based on segment operating income (loss), which reflects revenues less directly attributable operating expenses, and net loss from continuing operations before income taxes for each reportable segment. The CODM reviews segment results on a periodic basis, including comparisons of current period performance to prior periods. We do not prepare separate balance sheets by operating segment for the CODM, as such, assets and liabilities are not evaluated as part of operating segment performance and resource allocation. We provide the CODM depreciation and amortization expense and impairment charges that are generated from operating segment-specific assets, as these are included in segment operating income (loss).
Accounting policies associated with our operating segments are the same as those previously described in Note 2, including transactions between segments. Transactions between segments are reported as if each were a stand-alone business and are eliminated in consolidation.
29
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 4 – REVENUES, DEFERRED REVENUES AND SEGMENTS (continued)
Segments (continued)
The tables below show our segment operating income (loss) for the periods presented:
| June 30, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | Digital Assets Treasury | Legacy Sport Portfolio | Consolidated | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | - | $ | $ | |||||||||||||||||
| Equity based expenses | - | - | ||||||||||||||||||||||
| General and administrative expenses | - | |||||||||||||||||||||||
| Impairment of non-financial assets | - | - | - | - | ||||||||||||||||||||
| Segment operating loss | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | |||||||||||||
| Interest income (expense) | - | - | ( | ) | ( | ) | ||||||||||||||||||
| Other income (expense) | ( | ) | ( | ) | - | |||||||||||||||||||
| Loss before income taxes from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | - | $ | ( | ) | $ | ( | ) | |||||||
Revenues by geographical location are as follows:
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Europe | $ | $ | ||||||
| Other | - | |||||||
| Total | $ | $ | ||||||
Revenue generated from the Legacy Sport Portfolio is primarily derived from operations within Europe, reflecting the geographic concentration of that segment. Revenue generated from other locations primarily pertain to digital asset staking revenue which is inherently global in nature. This revenue is generated on a global basis and is not attributable to any specific geographic region.
NOTE 5 – EQUITY-BASED COMPENSATION
Equity-based expenses consist of the following categories:
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Restricted stock units, stock options and restricted stock awards | $ | $ | ||||||
| Equity based compensation - other | - | |||||||
| Total | $ | $ | ||||||
30
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 6 – GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses include the following categories:
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Accounting, tax, and audit fees | $ | $ | ||||||
| Legal fees | ||||||||
| Consulting and advisory fees | - | |||||||
| Directors’ fees | ||||||||
| Compensation and benefits | ||||||||
| Travel and entertainment | ||||||||
| Insurance and medical benefit expenses | ||||||||
| Advertising and marketing expenses | ||||||||
| Provision for expected credit losses for accounts receivable | ||||||||
| Office and supplies and administrative expenses | ||||||||
| Miscellaneous | ||||||||
| Total | $ | $ | ||||||
NOTE 7 – IMPAIRMENT FOR NON-FINANCIAL ASSETS
The Company assesses an impairment of non-financial assets in accordance with IAS 36. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually and whenever indicators of impairment exist. Property and equipment, right-of-use assets and finite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Digital assets are assessed in accordance with the Company’s digital asset accounting policy.
For purposes of impairment testing, assets are tested individually or, where the asset does not generate cash inflows that are largely independent of other assets, at the cash-generating unit (“CGU”) level. The recoverable amount is the higher of fair value less costs of disposal and value in use. An impairment loss is recognized when the carrying amount of an asset or CGU exceeds its recoverable amount.
During the six months ended June 30, 2026 and 2025, the Company recognized impairment (gains) losses related to the following asset categories:
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Digital Assets | $ | $ | - | |||||
| Reversal of impairment related to prepayment for digital assets | ( | ) | - | |||||
| Property and Equipment - Leasehold Improvements | - | |||||||
| Total | $ | $ | - | |||||
31
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 8 – BASIC AND DILUTED LOSS PER SHARE
The Company computes net profit (loss) per share of Class A Ordinary Shares and Class B Ordinary Shares using the two class method. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net profit (loss) per share is calculated by adjusting the weighted average number of ordinary shares outstanding during the year to assume conversion of all potentially dilutive securities to ordinary shares. Because the Company has reported a net loss from continuing operations for each of six months ended June 30, 2026 and 2025, diluted net loss from continuing operations per ordinary share is the same as basic net loss from continuing operations per common share for such periods as the inclusion of any dilutive ordinary shares during these periods would result in the net loss from continuing operations per ordinary share calculation to be anti-dilutive.
The following table sets forth the computation of basic and diluted net profit (loss) per share for the six months ended June 30, 2026 and 2025, which includes both Class A Ordinary Shares and Class B Ordinary Shares:
| June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Class A Ordinary Shares | Class B Ordinary Shares | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss from continuing operations attributable to the Company | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss from discontinued operations attributable to the Company | ( | ) | ( | ) | ||||||||||||
| Allocation of net loss from continuing operations attributable to the Company between Class A and Class B Ordinary Shares | - | ( | ) | ( | ) | ( | ) | |||||||||
| Allocation of net loss from discontinued operations attributable to the Company between Class A and Class B Ordinary Shares | - | ( | ) | ( | ) | |||||||||||
| Denominator: | ||||||||||||||||
| Weighted average shares | - | |||||||||||||||
| Basic and diluted net loss per share from continuing operations attributable to the Company | $ | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Basic and diluted net profit (loss) per share from discontinued operations attributable to the Company | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||
| Basic and diluted net loss per share attributable to the Company | $ | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
32
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 9 – DIGITAL ASSETS
During 2025, the Company began executing its Solana-based digital asset treasury and infrastructure strategy. The Company’s digital assets consist of SOL, the native cryptocurrency of the Solana blockchain. The Company’s digital assets may be acquired through purchases, received as consideration in financing transactions or other arrangements, and generated through staking activities.
The Company holds digital assets through digital wallets and custody arrangements, including arrangements with third-party service providers. Certain digital assets may be subject to staking, transfer or other restrictions that limit the Company’s ability to sell, transfer or otherwise access the assets during the applicable restriction period. For restricted (locked) SOL received in the PIPE transaction and purchased using the PIPE proceeds, the restrictions are associated with the specific wallet addresses and custody arrangements through which the assets are held, and the Company’s assessment considers whether the assets were restricted at the date the Company obtained control of the assets. The Company’s digital assets are subject to risks associated with digital asset markets, including price volatility, cybersecurity risk, custody risk, validator risk, regulatory risk, liquidity risk, counterparty risk and the risk of loss or limited access due to operational or technological failures.
The following table presents the Company’s digital assets holdings (in thousands, except units) as of June 30, 2026 and December 31, 2025.
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Units | Historical Cost | Carrying Value | Units | Historical Cost | Carrying Value | |||||||||||||||||||
| SOL | $ | $ | $ | $ | ||||||||||||||||||||
| SOL, restricted | ||||||||||||||||||||||||
| Total digital assets | $ | $ | $ | $ | ||||||||||||||||||||
Restricted SOL (“Locked SOL”) represents locked SOL that is subject to vesting, transfer or other contractual restrictions. The Company does not have the ability to freely transfer, sell or unstake restricted SOL until the applicable vesting or unlock conditions have been satisfied. The Company considered the nature and duration of such restrictions, the expected vesting period, the liquidity of SOL, market volatility and other relevant market participant assumptions in determining the carrying value of Restricted SOL.
The Company presents locked SOL and unlocked SOL within the digital assets in the condensed consolidated statements of financial position however, locked SOL is not available to be transferred on-chain until the applicable tranche vests. In assessing impairment for certain locked SOL in accordance with IAS 36, Impairment of Assets, the Company determined the recoverable amount based on fair value less costs of disposal. Fair value less costs of disposal was estimated using the quoted SOL market price as of the reporting date as the starting point, adjusted for a discount for lack of marketability (“DLOM”) for locked SOL held in certain custody accounts, to reflect the contractual transfer restrictions and vesting schedule. The Company’s estimate was based on a third-party valuation report that applied calculated DLOMs based on the remaining contractual restriction periods. The fair value less costs of disposal measurement was categorized within Level 2 of the fair value hierarchy for purposes of the IAS 36 impairment assessment. As of June 30, 2026, the remaining restriction periods ranged from
Certain locked SOL vests in monthly tranches under the contractual vesting schedule, with the final tranche scheduled to vest in January 2028, while other locked SOL vest in October 2026.
33
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 9 – DIGITAL ASSETS (CONTINUED)
The Company stakes its unrestricted and restricted SOL through validators, including the one operated by RockawayX Infra Ltd, which is related to the Company, and other third-party validators. Staked unrestricted and restricted SOL remains recognized as a digital asset of the Company when the Company retains beneficial ownership and the economic rights to the staked SOL and related staking rewards. Staking arrangements may be subject to lock-up, protocol, validator or custody restrictions, which may limit the Company’s ability to access or transfer the related SOL during the applicable unstaking period, which typically lasts up to 48-72 hours. Staking rewards are recognized in accordance with the Company’s revenue recognition and digital asset accounting policies.
The following table presents a reconciliation of our SOL activity measured at cost less accumulated impairment for the six months ended June 30, 2026 and for the year ended December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| SOL carrying value, beginning | $ | $ | - | |||||
| In-kind receipts from investments | - | |||||||
| Reclassification of prepayment to digital assets | - | |||||||
| Purchases of SOL | ||||||||
| Staking rewards | ||||||||
| Impairment of SOL | ( | ) | ( | ) | ||||
| SOL carrying value, ending | $ | $ | ||||||
As of June 30, 2026, the Company held $800 of USDC for the purpose of funding future purchases of SOL. As of December 31, 2025, the Company’s USDC balance was immaterial.
| June 30, 2026 | ||||||||||||
| Units | Historical Cost | Carrying Value | ||||||||||
| USDC | $ | $ | ||||||||||
34
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 10 – INTANGIBLE ASSETS
Digital assets are presented separately in Note 9 –
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Customer relationships | $ | - | $ | |||||
| Broadcasting rights/sports titles/stadium lease | - | |||||||
| Brand | - | |||||||
| Player contracts | - | |||||||
| Other | - | - | ||||||
| Subtotal | - | |||||||
| Less: accumulated amortization | - | ( | ) | |||||
| Net | - | |||||||
| Goodwill | - | |||||||
| Impairment of intangibles | - | ( | ) | |||||
| Total | $ | - | $ | |||||
NOTE 11 – INVESTMENT IN PRIVATE COMPANY SHARES
As of December 31, 2025, the Company had a receivable from a PIPE investor related to the investor’s obligation to deliver common shares of a private company to the Company. The receivable was initially measured at fair value in the amount of $
As of June 30, 2026, the fair value of the investment was $
The following table summarizes changes in the fair value of the Company’s Level 3 investment in private company shares during the six months ended June 30, 2026 and year ended December 31, 2025.
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Balance at beginning of period | $ | - | $ | - | ||||
| Reclassification of receivable to investment | - | |||||||
| Fair value loss recognized during the period | ( | ) | - | |||||
| Balance at end of period | $ | $ | - | |||||
The fair value measurement of the Company’s investments in private company shares is sensitive to changes in the appreciation or depreciation adjustment percentage, which represents the significant unobservable input used in the valuation. A reasonably possible change in the appreciation or depreciation adjustment percentage could result in a higher or lower fair value measurement.
35
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 12 – FINANCIAL ASSETS AND LIABILITIES
The following table sets out the financial assets as at the end of the reporting period:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Financial assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable and other receivables, net | ||||||||
| Receivable for private company shares | - | |||||||
| Loans receivable* | ||||||||
| Investment in private company shares | - | |||||||
| Total | $ | $ | ||||||
| * |
Any expected credit loss allowance for accounts receivables has been measured at an amount equal to the lifetime ECL. The ECL on accounts receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, and where relevant general economic conditions of the industry in which the debtors operate.
| Financial Asset at Amortized Cost | 12-Month or Lifetime ECL | Gross Carrying Amount USD | Loss Allowance USD | Net carrying Amount USD | ||||||||||
| June 30, 2026 | ||||||||||||||
| Accounts receivable – Juve Stabia (former subsidiary) | Lifetime ECL - credit-impaired | $ | $ | $ | - | |||||||||
| Accounts receivable | Lifetime ECL - Not credit-impaired | $ | $ | $ | ||||||||||
| Other receivables | 12-month ECL | - | - | - | ||||||||||
| $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||
| Accounts receivable | Lifetime ECL - Not credit-impaired | $ | $ | $ | ||||||||||
| Other receivables | 12-month ECL | - | - | - | ||||||||||
| $ | $ | $ | ||||||||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Financial assets | ||||||||
| Opening ECL Allowance | $ | $ | ||||||
| ECL allowance – Juve Stabia acquisition | - | |||||||
| Amount reclassified to discontinued operations | ( | ) | - | |||||
| Increase in lifetime ECL - charged to profit or loss | ||||||||
| Write-offs during the year (against ECL) | - | ( | ) | |||||
| Total ECL Allowance | $ | $ | ||||||
For the six months ended June 30, 2026, the total credit losses recognized in profit or loss amounted to $
36
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 12 – FINANCIAL ASSETS AND LIABILITIES (CONTINUED)
The following table sets out the financial liabilities as at the end of the reporting period:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts payable and other payables | $ | $ | ||||||
| Accruals and other current liabilities | ||||||||
| Long-term payables and other long-term liabilities | ||||||||
| $ | $ | |||||||
Accounts payable and other payables mainly represent amounts due to vendors, including independent third party and related parties, who delivered the consultancy services.
Accruals and other current liabilities represent accrued expenses, VAT and other taxes payable. Included in the other liabilities is the derivative liability recorded by the Company in relation to its contractual obligation to purchase SOL tokens. The derivative liability as of June 30, 2026 and December 31, 2025 amounted to $
Long-term payables and other long-term liabilities amounted to $
As of June 30, 2026 long-term payables and other long-term liabilities consisted of $
Legal Matters and Contingencies
The Company is subject to legal proceedings, claims and regulatory matters that arise in the ordinary course of business. The Company recognizes a provision when it has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the reporting date. Where the effect of the time value of money is material, provisions are discounted to present value.
37
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 13 – SHARE CAPITAL AND OTHER RESERVES
The authorized share capital of the Company consists of
2026 Private Placement
Ordinary Shares: On May 21, 2026, the Company entered into subscription agreements with two related parties’ investors, pursuant to which the Company agreed to sell to such Purchasers an aggregate of
2025 Private Placements
Ordinary Shares: On June 17, 2025, the Company entered into subscription agreements with certain individual purchasers, pursuant to which the Company agreed to sell to such Purchasers an aggregate of
Series A Preferred Shares: During the six months ended June 30, 2025, the Company entered into private placement agreements with investors whereby we issued
Series B Preferred Shares: During the six months ended June 30, 2025, the Company entered into private placement agreements with investors whereby we sold
38
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 13 – SHARE CAPITAL AND OTHER RESERVES (CONTINUED)
Warrants classified as Liability
2023 Revere Warrants
In 2023, the Company issued
During the six months ended June 30, 2026 and 2025, the assumptions used in determining the fair values of the warrant issues to Revere were as follows:
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Expected term in years | ||||||||
| Risk free interest rate | % | % | ||||||
| Annual expected volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
Warrants classified as Equity
September 2025 PIPE Transaction
In September 2025 the Company completed a private investment in public equity transaction, or PIPE Offering, pursuant to which the Company issued Class B Ordinary Shares, PIPE Common Warrants, PIPE Pre Funded Warrants, and certain additional warrants issued pursuant to related warrant purchase arrangements.
In connection with the 2025 PIPE transaction in September 2025, the Company granted warrants to strategic advisors in connection with an advisory arrangement. The warrants were issued in multiple tranches, including pre-funded warrants, common warrants, and additional series warrants (S1 through S6). These instruments were granted as compensation for advisory and governance services and are accounted for as equity-settled share-based payments in accordance with IFRS 2 Share-based Payment, which were recognized in full on issuance in 2025.
The following table presents a roll-forward of the Company’s warrants from January 1, 2026 to June 30, 2026:
| Boustead Series A Warrants | 2025 Private Placements - Class B Warrants | PIPE Common Class B Warrants | PIPE Pre-Funded Class B Warrants | |||||||||||||
| Warrants outstanding, January 1, 2026 | ||||||||||||||||
| Exercise of warrants | - | - | - | ( | ) | |||||||||||
| Adjustments | ( | ) | - | - | - | |||||||||||
| Warrants outstanding, June 30, 2026 | - | - | ||||||||||||||
| Strategic Advisors Pre-Funded Class B Warrants | Strategic Advisors Class B Common Warrants 1 | |||||||
| Warrants outstanding, January 1, 2026 | ||||||||
| Exercise of warrants | - | - | ||||||
| Adjustments | - | - | ||||||
| Warrants outstanding, June 30, 2026 | ||||||||
39
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 13 – SHARE CAPITAL AND OTHER RESERVES (CONTINUED)
Warrant assumption definitions are:
Expected term in years: The term is based on the remaining contractual term of the warrant.
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the warrant valuation grant.
Volatility: We estimate the expected volatility of the share price based on the corresponding volatility of our historical share price.
Dividend yield: We use a
Activity related to the warrants are as follows:
| Series A Shares | Class B Shares | |||||||
| Outstanding, December 31, 2025 | ||||||||
| Adjustments during the period | ( | ) | - | |||||
| Exercised during the period | - | ( | ) | |||||
| Outstanding, June 30, 2026 | - | |||||||
NOTE 14 – SHARE BASED COMPENSATION
Equity Incentive Plan
Effective October 26, 2022, our board of directors adopted the Brera Holdings PLC 2022 Equity Incentive Plan (as amended, the “Plan”) authorizing a total of
As of June 30, 2026, there were
Under the Plan, for the six months ended June 30, 2026 and for the year ended December 31, 2025 the Company also issued Restricted Share Awards, Restricted Share Units and Share Options to its employees, directors and consultants.
40
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 14 – SHARE BASED COMPENSATION (CONTINUED)
Equity based Compensation
Restricted Stock Units, Restricted Share Awards and Other Share Awards
Restricted Share Awards: A share award is a grant of Class B Ordinary Shares or of a right to receive shares in the future. These awards are subject to certain conditions, restrictions and contingencies as determined at the date of grant, which may include requirements for continuous service and/or the achievement of specified performance goals.
Restricted Share Units: Restricted share units are the grants of Class B Ordinary Shares and, similarly to share awards are subject to certain conditions, restrictions and contingencies, including the requirement for continuous service the achievement of specified performance goals as established at the date of grant.
These equity-based awards are generally subject to the satisfaction of a one-year cliff vesting condition and continued service for a period of up to
If the restrictions are service conditions, the related expense is recognized over the vesting period. If any non-vesting conditions are present, the grant-date fair value is not adjusted for the probability of satisfying those conditions, but the terms are reflected in the fair value measurement to the extent required by IFRS 2. Any changes in estimate regarding the number of awards expected to vest are recognized prospectively.
During the six months ended June 30, 2026, the following transactions occurred:
Equity Participation Right
On June 1, 2026 the Company granted an equity participation right to its Chief Executive Officer. The award delivers Class B Ordinary Shares in tranches with a settlement value of $
The grant-date fair value of the award was determined using a Monte Carlo simulation, which reflects the market conditions attaching to the share-price hurdles. The following assumptions were used at the date of grant.
| Grant-date share price | $ | |||
| Initial Share Value (60-day trailing VWAP at May 1, 2026) | $ | |||
| Expected volatility | % | |||
| Risk-free interest rate | % | |||
| Expected dividend yield | % | |||
| Contractual term | ||||
| Settlement value per tranche | $ | |||
| First hurdle | ||||
| Incremental hurdle per subsequent tranche |
Expected volatility was estimated from the historical daily closing prices of the Company’s Class B Ordinary Shares, adjusted for the May 14, 2026 one-for-ten reverse share split. The risk-free interest rate is the five-year U.S. Treasury rate at the grant date. No dividend yield is assumed, as the Company has not paid dividends to date and does not anticipate declaring dividends.
41
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 14 – SHARE BASED COMPENSATION (CONTINUED)
The simulation produced a fair value of $
The share-price hurdles are market conditions. They are reflected in the grant-date fair value and are not subsequently reassessed. Compensation cost is recognized over the derived service period of each tranche whether or not the hurdle is achieved, and is reversed only if the award is forfeited for failure to satisfy a service condition. The weighted-average derived service period is approximately
The award is equity-settled. No tranche had been earned as of June 30, 2026. The Company recognized $
Restricted stock units (RSUs) Grant
The Company granted
During the six months ended June 30, 2025, the Company granted restricted stock units (“RSUs”) totaling
The Company recognized total share-based compensation expense related to the above of approximately $
Forfeitures and reversals
The amounts above are stated net of reversals of $
Share Options
The fair value of each share option was estimated on the date of grant using the Black-Scholes option pricing model, resulting in a valuation for all five options totaling $
42
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 14 – SHARE BASED COMPENSATION (CONTINUED)
Equity based Compensation (continued)
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.
Volatility: We estimate the expected volatility of the share price based on the corresponding volatility of our historical share price.
Dividend yield: We use a
Remaining term: The remaining term is based on the remaining contractual term of the option.
No options were issued during the six months ended June 30, 2026 and 2025, and no options were outstanding as of June 30, 2026 and December 31, 2025.
NOTE 15 - COMMITMENTS AND CONTINGENCIES
On April 24, 2026, the Company terminated its Chief Executive Officer. Following the termination, the Company received correspondence from the former executive asserting claims relating to his employment, compensation arrangements, equity awards, and separation terms. No formal legal proceedings have been commenced against the Company as of the date of this report, and the matter remains in dispute.
Following the February 9, 2026 termination of a proposed combination with RockawayX, the Company determined that the valuation underlying the proposed transaction had been based on financial representations by RockawayX and its Chief Executive Officer, Viktor Fischer, that the Company believes were misleading. On or about June 24, 2026, the Company filed a complaint against RockawayX and Mr. Fischer in the Superior Court of the State of Delaware, alleging fraud and intentional misrepresentation and seeking damages of approximately $
On June 22, 2026, a shareholder derivative complaint, RBCH Ltd. v. Ron Sade, et al., was filed in the Supreme Court of the State of New York, naming the Company’s Chief Executive Officer and other current directors as defendants. RBCH Ltd. is affiliated with Mr. Fischer and RockawayX. The complaint alleges breach of fiduciary duty and self-dealing in connection with a registered direct offering completed by the Company in May 2026 and seeks damages, disgorgement, and rescission of shares issued in that offering. At the Company’s Annual General Meeting held June 26, 2026, shareholders re-elected the Company’s full slate of incumbent directors. No formal legal proceedings have been commenced against the Company itself in connection with this matter, and it remains ongoing.
In accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets, a provision is recognized only when the Company has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle it, and a reliable estimate can be made of the amount. Given the preliminary stage of the matters described above and the absence of sufficient information to reliably estimate any financial effect, no provision has been recorded for any of the foregoing matters. The Company believes it has meritorious defenses to the claims asserted and intends to defend its position vigorously. The Company will continue to monitor developments and will recognize a provision if and when the recognition criteria of IAS 37 are satisfied.
43
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 15 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
In connection with the Company’s $
If a registration statement ceases to be effective, or the holders are otherwise unable to use the related prospectus, for more than 10 consecutive calendar days or 15 aggregate calendar days in any twelve-month period, the Registration Rights Agreement requires the Company to pay each holder of registrable securities partial liquidated damages of US$
Measured from May 1, 2026, the date the prospectus ceased to be available, through June 30, 2026, liquidated damages of approximately $
44
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 16 – RELATED PARTY TRANSACTIONS
This note describes the nature of transactions with the Company’s related parties and provides information of the effect of those relationships on the financial statements for the reporting periods presented. In accordance with IAS 24, this disclosure includes: a breakdown of revenues and expenses arising from transactions with related parties in aggregate and by material transaction type; amounts receivable from and payable to related parties at each reporting date, including terms and any allowances; and details of equity instruments issued to, and held by, related parties as of the reporting periods presented. The disclosures also identify key management personnel and summarize their compensation in total and by category and explain other significant arrangements and agreements between the Company and its related parties that could reasonably be expected to affect the Company’s position or performance.
Financial Statements Impact
The nature and amount of related party transactions for the six months ended June 30, 2026 and 2025 and as of June 30, 2026 and December 31, 2025 are as follows:
Unaudited Interim Condensed Consolidated Profit and Loss Account
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Staking revenue from RockawayX Infra Ltd | $ | $ | - | |||||
| Equity based expenses | ||||||||
| General and administrative expenses | ||||||||
| Total related party transactions reported in the unaudited interim condensed consolidated statement of profit or loss | $ | ( | ) | $ | ( | ) | ||
Unaudited Interim Condensed Consolidated Statement of Financial Position
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts receivable and other receivables, net: | ||||||||
| Directors and former directors | $ | $ | ||||||
| Affiliates of directors and former directors | - | |||||||
| Prepaid expenses and other current assets: | ||||||||
| Directors and former directors | $ | $ | ||||||
| Prepayment for digital assets: | ||||||||
| Other related parties | $ | - | $ | |||||
| Digital assets held in custody: | ||||||||
| Held by Payward, Inc. (Kraken), an affiliate company of a related party | $ | $ | ||||||
| Investment in private company shares: | ||||||||
| Common shares issued by Payward, Inc. (Kraken) | $ | $ | - | |||||
| Accounts payable: | ||||||||
| Directors and former directors | $ | $ | ||||||
| Affiliates of directors and former directors | - | |||||||
| Minority shareholders | ||||||||
| Accrued and other current liabilities: | ||||||||
| Directors and former directors | $ | $ | - | |||||
| Strategic Advisors | ||||||||
| Minority shareholders | - | |||||||
| Other related parties | - | |||||||
45
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 16 – RELATED PARTY TRANSACTIONS (CONTINUED)
In January 2026 the Company obtained
Key management compensation
The remuneration of directors and other members of key management personnel during the six months ended June 30, 2026 and 2025 were as follows:
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Key management personnel compensation | $ | $ | ||||||
| Directors’ fees | $ | $ | ||||||
| Stock-based compensation | $ | $ | ||||||
Equity instruments issued and held by related parties
During the six months ended June 30, 2026, the Company executed several transactions with its related parties with respect to the issuance of equity instruments, including through private placements and conversion of warrants. The table below summarizes the Company’s shares and warrants issued to related parties and outstanding as of June 30, 2026.
As of June 30, 2026 and 2025 total shares issued to and held by the Company’s related parties were as follows:
| 2026 | 2025 | |||||||||||||||
| Shares held | Carrying Value at June 30 | Shares held | Carrying Value at June 30 | |||||||||||||
| Directors and former directors | $ | $ | ||||||||||||||
| Directors that are also Strategic Advisors | $ | $ | ||||||||||||||
| Affiliate of directors and former directors | $ | $ | ||||||||||||||
| Officers and former officers | - | $ | - | $ | ||||||||||||
| Other related parties | $ | $ | ||||||||||||||
As of June 30, 2026 and 2025 total equity warrants issued to and held by the Company’s related parties were as follows:
| 2026 | 2025 | |||||||||||||||
| Warrants held | Carrying Value at June 30 | Warrants held | Carrying Value at June 30 | |||||||||||||
| Directors that are also Strategic Advisors | $ | $ | ||||||||||||||
| Affiliate of directors and former directors | $ | $ | ||||||||||||||
| Other related parties | $ | $ | ||||||||||||||
Pulsar Group Consulting Agreement
On February 9, 2026, the Company entered into an Advisory Services Agreement with the Pulsar Group Ltd., a related party, for advisory services supporting business development in the Gulf region. One of the Strategic Advisors of the Company serves as the co-CEO of the Pulsar Group Ltd. Under the agreement, the Pulsar Group is entitled to be paid a monthly fee of $
On July 29, 2026, the Company and Pulsar Group Ltd. mutually terminated the Advisory Services Agreement, dated February 9, 2026, as amended, and the payment of the outstanding balance of $
46
Brera Holdings PLC
Notes to Condensed Consolidated Financial Statements
NOTE 17 – SUBSEQUENT EVENTS
On July 7, 2026 the Board appointed Rafia Abdulla Mohamed Saeed AlMulla to serve as an independent director on the Board.
On July 9, 2026, the Board appointed Erez Simha as Chairman of the Board.
On July 22, 2026, the Company appointed Howard Steinberg as the Company’s Chief Legal Officer, and Keren Maimon as the Company’s Managing Director, reporting to the Company’s Chief Executive Officer.
On July 24, 2026, the Company filed Amendment No. 1 to its Form F-3 resale registration statement (Registration No. 333-297091), further amended on August 21, 2026 and declared effective by the SEC on August 26, 2026, registering up to
Subsequent to June 30, 2026, the Company entered into the following transactions with related parties, as defined in IAS 24, Related Party Disclosures:
| 1. | On July 22, 2026, the Company appointed Keren Maimon, a director and a Strategic Advisor to the Company, as the Company’s officer with a title of a Managing Director. |
| 2. | On August 10, 2026, the Company entered into a consulting agreement with Guy Hirsch, a Strategic Advisor to the Company, to provide strategic consulting and advisory services for the initial term of | |
| 3. | On August 17, 2026, the Company acquired |
Subsequently to June 30, 2026, the Company entered into two new validators agreements to stake its SOL assets with the following counterparties:
| 1. | On July 30, 2026, the Company executed a contract with Kraken Institutional (which is a party related to the Company). In August 2026 the Company allocated approximately |
| 2. | On July 31, 2026, the Company executed a service agreement with Anagram Staking Services Ltd. for a new validator operated by Anagram. In August 2026 the Company allocated approximately |
In August 2026, the Company acquired
On September 14, 2026, the Board of Directors approved the establishment of a new entity in the Dubai Multi Commodities Centre (“DMCC”) free zone in the United Arab Emirates. As of the date these financial statements were authorized for issue, the entity had not been incorporated.
On September 20, 2026, the Board of Directors of the Company, as sole stockholder of its wholly owned Delaware subsidiary, Solmate USA Inc. (“Solmate USA”), elected Erez Simha, Chairman of the Company’s Board, as a director of Solmate USA and appointed him Chairman of the Board of Solmate USA, effective immediately.
On September 24, 2026, the Company appointed Yaffa Cohen-Ifrah as the Head of Marketing and Investor Relations at the Company.
As of September 25, 2026, additional liquidated damages related to the Registration Rights Agreement discussed in Note 15 above, amounted to approximately $
47