Brera Holdings (SLMT) reshapes board as key investor group exits

Rhea-AI Filing Summary

Brera Holdings PLC (SLMT) received an amended Schedule 13D/A from Keren Kalima Maimon regarding Class B Ordinary Shares. Maimon reports beneficial ownership of 2,037,207 Class B shares, representing 2.9% of the class, with sole voting and dispositive power. The amendment reflects a September 23, 2025 private investment in public equity (PIPE), related warrant issuances, and a Strategic Advisor Agreement and Warrant Purchase Agreement under which several individuals, including Maimon, received and purchased warrants. On the Event Date, four of these individuals were appointed as directors. The prior Schedule 13D "group" among the reporting persons was dissolved, and each now beneficially owns less than 5% of Brera’s outstanding Class B shares; this filing is described as an exit filing for the former group. The amendment notes that share numbers do not reflect a 1-for-10 reverse share split of the Ordinary Shares on April 7, 2026.

Filing Explained

The amendment adds transaction-level detail: Maimon sold 9,861 Class B shares for approximately $308,311 and agreed to sell 44,444 shares plus 44,444 warrants to each of Almheiri and Alnuaimi for approximately $200,000 per transaction.

Key Figures

Beneficial ownership – Class B Ordinary Shares: 2,037,207 shares Beneficial ownership percentage – Class B: 2.9% Event Date: September 23, 2025 +5 more

8 metrics

Beneficial ownership – Class B Ordinary Shares 2,037,207 shares Shares beneficially owned by Keren Kalima Maimon, with sole voting and dispositive power

Beneficial ownership percentage – Class B 2.9% Percent of Class B Ordinary Shares represented by Maimon’s beneficial ownership

Event Date September 23, 2025 Date of PIPE closing, Strategic Advisor and Warrant Purchase Agreements, and group dissolution

Sale by Mr. Hirsch 14,201 Ordinary Shares; approximately $476,886 proceeds Ordinary Shares sold by Mr. Hirsch within the periods referenced in Item 5(c)

Sale by Mr. Sade 21,164 Ordinary Shares; $740,740 proceeds Ordinary Shares sold by Mr. Sade within the periods referenced in Item 5(c)

Sale by Ms. Maimon 9,861 Ordinary Shares; approximately $308,311 proceeds Ordinary Shares sold by Ms. Maimon within the periods referenced in Item 5(c)

Transfers from Ms. Maimon to each of Ms. Almheiri and Mr. Alnuaimi 44,444 Ordinary Shares and 44,444 warrants; approximately $200,000 each Agreed sales of shares and warrants received in the PIPE to each buyer

Reverse share split ratio 1-for-10 Reverse share split of the Ordinary Shares on April 7, 2026; share numbers in the amendment do not reflect it

Key Terms

private investment in public equity ("PIPE"), Strategic Advisor Agreement, Warrant Purchase Agreement, beneficial owner, +2 more

6 terms

private investment in public equity ("PIPE") financial

"the Issuer completed a private investment in public equity ("PIPE") offering of securities"

A private investment in public equity (PIPE) is a deal where a public company sells new shares or similar securities directly to a small group of private investors, often at a discount, to raise cash quickly. It matters to investors because it provides an immediate funding boost but can reduce existing shareholders’ ownership percentage and may include extra rights like warrants, so it affects future share value and voting power much like taking a targeted loan paid in ownership.

Strategic Advisor Agreement financial

"entered into a Strategic Advisor Agreement with the Issuer on the Event Date"

Warrant Purchase Agreement financial

"the Strategic Advisors entered into a Warrant Purchase Agreement with the Issuer"

A warrant purchase agreement is a contract that sets the terms under which an investor buys warrants—securities that give the holder the right to buy a company's stock at a fixed price before a set expiration date. It spells out quantity, exercise price, expiration, transfer limits and any special protections, like registration or indemnity clauses. For investors, it matters because the agreement determines potential future ownership, dilution of existing shares, timing of cash flows and how easily those warrants can be converted or sold, similar to buying a coupon that can be turned into stock later under agreed rules.

beneficial owner financial

"each of the Reporting Persons has ceased to be the beneficial owner of more than 5%"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

reverse share split financial

"does not reflect the 1-for-10 reverse share split of the Ordinary Shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Schedule 13D regulatory

"no longer members of a "group" for purposes of Regulation 13D solely with respect"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

What ownership in Brera Holdings PLC (SLMT) does Keren Kalima Maimon report in this Schedule 13D/A?

Keren Kalima Maimon reports beneficial ownership of 2,037,207 Class B Ordinary Shares of Brera Holdings PLC, representing 2.9% of that class, with sole voting and dispositive power over all of those shares.

Why is this Schedule 13D/A for Brera Holdings PLC (SLMT) characterized as an exit filing?

It is characterized as an exit filing because, as of the September 23, 2025 Event Date, each reporting person ceased to be part of a Section 13(d) "group" and each beneficially owns less than 5% of Brera’s outstanding Class B Ordinary Shares.

What PIPE transaction involving Brera Holdings PLC (SLMT) is described in the filing?

On September 23, 2025, Brera completed a private investment in public equity (PIPE) offering. Several individuals, including Maimon, participated as purchasers, funding their purchases with cash contributions. Additional details are described in Brera’s Form 6-K filed on September 26, 2025.

Which advisory and warrant-related agreements are mentioned for Brera Holdings PLC (SLMT)?

The filing describes a Strategic Advisor Agreement and a Warrant Purchase Agreement, both dated September 23, 2025. Under these, designated Strategic Advisors received and acquired warrants of Brera in connection with providing strategic advice and their PIPE participation.

What board changes at Brera Holdings PLC (SLMT) are disclosed?

On the September 23, 2025 Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to Brera’s Board of Directors. As directors, they may participate in decisions regarding corporate activities in the ordinary course of their duties.

What notable share and warrant transfers involving Brera Holdings PLC (SLMT) are reported?

The filing states that Ms. Maimon agreed to sell 44,444 Ordinary Shares and 44,444 warrants received in the PIPE to Ms. Almheiri for about $200,000, and another 44,444 Ordinary Shares and 44,444 warrants to Mr. Alnuaimi for about $200,000.

Does the Brera Holdings PLC (SLMT) filing mention any share split?

Yes. It notes that the share numbers in the amendment do not reflect a 1-for-10 reverse share split of Brera’s Ordinary Shares that occurred on April 7, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 09:17 PM Accepted by SEC EDGAR 08/20/2026 - 09:16 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Brera Holdings PLC

(Name of Issuer)

Class B Ordinary Shares, $0.05 nominal value per share

(Title of Class of Securities)

G13311108

(CUSIP Number)

Keren Kalima Maimon
c/o Brera Holdings PLC Connaught House, 5th Floor One Burlington Road
Dublin 4, L2, D04 C5Y6
1 253-271-9108

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G13311108

1

Name of reporting person

Keren Kalima Maimon

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,037,207.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,037,207.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,037,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5 for additional information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Ordinary Shares, $0.05 nominal value per share
(b)	Name of Issuer: Brera Holdings PLC
(c)	Address of Issuer's Principal Executive Offices: Connaught House, 5th Floor, One Burlington Road, Dublin 4, IRELAND , D04 C5Y6.
Item 1 Comment: This Amendment No. 2 to Schedule 13D (this "Amendment") filed on behalf of the Reporting Person amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on July 14, 2025 (as amended on October 24, 2025, the "Schedule 13D"). This Amendment is being filed solely to provide the specific transaction information in Item 5(c) via an exhibit. This Amendment is filed by Keren Kalima Maimon as the sole Reporting Person and is not filed by any other members of the Schedule 13(d) group, which group disbanded as noted in Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on October 24, 2025. Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Share numbers in this Amendment does not reflect the 1-for-10 reverse share split of the Ordinary Shares on April 7, 2026.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby supplemented as follows: As further described in Item 4, the Reporting Persons are no longer members of the Schedule 13(d) group and each of the Reporting Persons has ceased to be the beneficial owner of more than 5% of the outstanding Class B Ordinary Shares (the "Ordinary Shares") of Brera Holdings PLC (the "Issuer"). As a result, the Reporting Persons shall cease to be Reporting Persons immediately upon the filing of this Amendment.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby supplemented as follows: On September 23, 2025 (the "Event Date"), the Issuer completed a private investment in public equity ("PIPE") offering of securities. Mr. Hirsch, Ms. Maimon and Mr. Sade participated as purchasers in the PIPE. In connection with the PIPE and related transactions, Mr. Hirsch, Ms. Maimon, Mr. Sade, Ms. Almheiri and Mr. Alnuaimi (the "Strategic Advisors") entered into a Strategic Advisor Agreement with the Issuer on the Event Date (the "Strategic Advisor Agreement") pursuant to which each Strategic Advisor has agreed to individually provide the Issuer with strategic advice and guidance relating to the Issuer's business, operations and growth initiatives, and industry trends in the crypto technology sector. The Strategic Advisors received certain warrants in connection with their agreement to act as strategic advisors, as specified in the Strategic Advisor Agreement. In addition, the Strategic Advisors entered into a Warrant Purchase Agreement with the Issuer on the Event Date (the "Warrant Purchase Agreement"). Pursuant to the Warrant Purchase Agreement, the Strategic Advisors acquired warrants of the Issuer (the "Warrants"). Descriptions of the PIPE, the Strategic Advisor Agreement and the Warrant Purchase Agreement are more fully described in the Issuer's Form 6-K filed on September 26, 2025. The source of funds required for the PIPE and the purchase of the Warrants consisted of cash contributions from the individuals.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and restated to read as follows: The information set forth or incorporated in Item 3 is hereby incorporated by reference. On the Event Date, Mr. Sade, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi were appointed to the Board of Directors of the Issuer (the "New Directors"). As directors of the Issuer, each of the New Directors may be able to control the Issuer's business and influence the corporate activities of the Issuer, and expects in the future to discuss and make decisions in the ordinary course of his or her duties regarding plans or proposals with respect to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D. Depending on the factors discussed herein, each of the New Directors may, from time to time, in their individual capacities, acquire additional Ordinary Shares and/or retain and/or sell all or a portion of the Ordinary Shares held by such person in the open market or in privately negotiated transactions, and/or may distribute Ordinary Shares to be acquired or held by such person to other entities. Any actions that each of the New Directors might undertake will be dependent upon such person's review of numerous factors, including, among other things, the price levels of the Ordinary Shares, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, such person's need for liquidity, and other future developments. Any future acquisitions of Ordinary Shares by each of the New Directors will be subject to the Issuer's policies, including its insider trading policy, as applicable. On the Event Date in connection with the PIPE and the related transactions, the Reporting Persons mutually agreed to dissolve and terminate their informal understanding to act as a "group" for purposes of Regulation 13D solely with respect to the Ordinary Shares of the Issuer. In connection with such determination, each of the Reporting Persons acknowledged and agreed that they are no longer members of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, effective as of the Event Date, the Reporting Persons no longer may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and each of Mr. Hirsch, Mr. Sade, Mr. Haklili, Ms. Maimon, Ms. Almheiri and Mr. Alnuaimi separately beneficially owns less than 5% of the outstanding Ordinary Shares of the Issuer and shall cease to be Reporting Persons immediately after the filing of this Amendment. As a result of the Reporting Persons' termination of their informal understanding to act as a "group", except as set forth herein with respect to the New Directors and the Strategic Advisors, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 3 and Item 4 of this Amendment are hereby incorporated by reference in its entirety into this Item 5.
(b)	The information contained on the cover pages to this Schedule 13D and Item 5(a) are incorporated by reference into this Item 5(b).
(c)	Except as reported herein, no transactions in any of the Ordinary Shares have been effected by the Reporting Persons during (i) the past sixty days preceding the Event Date and (ii) the past sixty days preceding the filing date of Amendment No. 1 to the Schedule 13D. Mr. Hirsch sold 14,201 Ordinary Shares for proceeds of approximately $476,886. Mr. Sade sold 21,164 Ordinary Shares for proceeds of $740,740. Mr. Haklili purchased 6,006 Ordinary Shares for approximately $38,650 and sold 16,005 Ordinary Shares for proceeds of approximately $362,696. Ms. Maimon sold 9,861 Ordinary Shares for proceeds of approximately $308,311. Ms. Maimon also agreed to sell 44,444 Ordinary Shares and 44,444 warrants, each received in the PIPE, to Ms. Almheiri for consideration of approximately $200,000. Ms. Maimon also agreed to sell 44,444 Ordinary Shares and 44,444 warrants, each received in the PIPE, to Mr. Alnuaimi for consideration of approximately $200,000. Ms. Almheiri sold 4,285 Ordinary Shares for proceeds of approximately $149,551. See information set forth in Exhibit 99 attached hereto and incorporated herein by reference.
(e)	As of the Event Date, as described in Item 4 above, each of the Reporting Persons has ceased to be a part of any "group" within the meaning of the Exchange Act that may have been deemed to have been formed among the Reporting Persons and each of the Reporting Persons has ceased to be the beneficial owner of more than 5% of the Issuer's outstanding Ordinary Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons and the Reporting Persons as a group.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 10. Strategic Advisor Agreement, dated September 18, 2025, by and between the Issuer and the Strategic Advisors (incorporated by reference to the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on September 26, 2025). Exhibit 99. Transactions in Class B Ordinary Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Keren Kalima Maimon

Signature:	/s/ Keren Kalima Maimon
Name/Title:	Keren Kalima Maimon
Date:	08/20/2026