Brera Holdings PLC received an amended Schedule 13G showing that Qube Research & Technologies Limited and its CEO, Pierre-Yves Morlat, report beneficial ownership of 6,002,814 Class B Ordinary Shares, representing 7.3% of that share class.
The shares are held for investment vehicles including QRT Master Fund SPC - Torus Fund SP and Qube Master Fund Ltd, over which QRT acts as investment manager. QRT reports shared voting and dispositive power over these shares, while Mr. Morlat is reported with corresponding sole powers.
The filers state the securities were acquired and are held in the ordinary course of business, not for the purpose or effect of changing or influencing control of Brera Holdings. QRT also certifies that it is regulated by the UK Financial Conduct Authority under a regime it describes as substantially comparable to that of a functionally equivalent U.S. institution.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Brera Holdings PLC
(Name of Issuer)
Class B Ordinary Shares, $0.05 nominal value per share
(Title of Class of Securities)
G13311116
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G13311116
1
Names of Reporting Persons
Qube Research & Technologies Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,002,814.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,002,814.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,002,814.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.3 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
CUSIP No.
G13311116
1
Names of Reporting Persons
Pierre-Yves Morlat
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FRANCE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
6,002,814.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
6,002,814.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,002,814.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i. Qube Research & Technologies Limited ("QRT"); and
ii. Pierre-Yves Morlat ("Mr. Morlat").?
This Statement relates to Class B Ordinary Shares ("Shares") held for the accounts of QRT Master Fund SPC - Torus Fund SP and Qube Master Fund Ltd. (collectively, the "QRT Funds") QRT serves as investment manager to each of the QRT Funds. Mr. Morlat is the Chief Executive Officer of QRT.
(b)
Address or principal business office or, if none, residence:
9 Bressenden Place, London, SW1E 5BY, United Kingdom
(c)
Citizenship:
United Kingdom, France
(d)
Title of class of securities:
Class B Ordinary Shares, $0.05 nominal value per share
(e)
CUSIP No.:
G13311116
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
6,002,814
(b)
Percent of class:
7.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,002,814
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,002,814
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Certain investment vehicles managed by [QRT][Qube Research & Technologies Limited], including QRT Master Fund SPC - Torus Fund SP, are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The response to Item 2 is incorporated by reference herein.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Qube Research & Technologies Limited as an investment manager registered with the Financial Conduct Authority of the United Kingdom. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
Qube Research & Technologies Ltd
Signature:
/s/ Christina Wilgress
Name/Title:
Director
Date:
02/17/2026
Pierre-Yves Morlat
Signature:
/s/ Christina Wilgress
Name/Title:
Christina Wilgress, attorney-in-fact for Pierre-Yves Morlat*
Date:
02/17/2026
Comments accompanying signature: *This Schedule 13G was executed by Christina Wilgress on behalf of Pierre-Yves Morlat pursuant to a Power of Attorney, a copy of which is attached as Exhibit 24.
Exhibit Information
Exhibit 99 Joint Filing Agreement
Exhibit 24 Power of Attorney
What stake in Brera Holdings PLC does Qube Research & Technologies report?
Qube Research & Technologies reports beneficial ownership of 6,002,814 Class B Ordinary Shares of Brera Holdings PLC, representing 7.3% of that class. These shares are held through investment vehicles it manages, giving Qube significant but minority institutional exposure to the company.
Which Brera Holdings PLC securities are covered in this Schedule 13G/A for SLMT?
The filing covers Brera Holdings PLC Class B Ordinary Shares with a $0.05 nominal value per share. Qube Research & Technologies and Pierre-Yves Morlat disclose their beneficial ownership and related voting and dispositive powers over these Class B shares in this Schedule 13G/A.
Who are the reporting persons in the Brera Holdings PLC Schedule 13G/A?
The reporting persons are Qube Research & Technologies Limited and its Chief Executive Officer, Pierre-Yves Morlat. Qube acts as investment manager to certain funds holding Brera shares, while Morlat is reported due to his role at Qube and associated beneficial ownership.
How are voting and dispositive powers over Brera Holdings shares structured in this filing?
Qube Research & Technologies reports shared power to vote and dispose of 6,002,814 Brera Class B shares, with no sole power. Pierre-Yves Morlat reports sole power over the same number of shares, with no shared power, reflecting his position at Qube.
Are the Brera Holdings PLC shares held to influence control of the issuer?
The filers state the Brera Holdings PLC shares were acquired and are held in the ordinary course of business. They certify the holdings were not acquired and are not held to change or influence control of the issuer, aligning with a passive investment stance.
Which investment vehicles actually hold the Brera Holdings PLC shares for Qube?
The filing notes that investment vehicles managed by Qube, including QRT Master Fund SPC - Torus Fund SP and Qube Master Fund Ltd, have rights to dividends and sale proceeds. These vehicles hold the Brera Holdings PLC shares that are beneficially owned by the reporting persons.
