Brera Holdings PLC Class B (SLMT) Risk Analysis

Future issuances of our Class B Ordinary Shares or securities convertible into, or exercisable or exchangeable for, our Class B Ordinary Shares, or the expiration of lock-up agreements that restrict the issuance of new ordinary shares or the trading of outstanding ordinary shares, could cause the market price of our Class B Ordinary Shares to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our Class B Ordinary Shares. In all events, future issuances of our Class B Ordinary Shares would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our Class B Ordinary Shares.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a "large accelerated filer" under the Exchange Act, which could occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our ordinary shares.

We are exempted from certain corporate governance requirements of Nasdaq by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to follow the governance practices of our home country in lieu of certain corporate governance requirements of Nasdaq. As result, the standards applicable to us are considerably different than the standards applied to domestic U.S. issuers. For instance, we are not required to: - have a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);- have a compensation committee or nominating and corporate governance committee;         - have an audit committee to be composed of at least three directors;         - obtain shareholder approval prior to an issuance of securities in connection with: (i) the acquisition of the stock or assets of another company; (ii) equity-based compensation of officers, directors, employees or consultants; (iii) a change of control; and (iv) transactions other than public offerings;         - disclose third party director and nominee compensation; and         - distribute annual and interim reports. As described in this Annual Report under the heading "Item 16G. Corporate Governance – Foreign Private Issuer," we currently, and in the future may continue to, take advantage of these home country exemptions. As a result, our shareholders currently are not and may in the future not be provided with the benefits of certain corporate governance requirements of Nasdaq and may not have the same protections afforded to shareholders of other companies that are subject to these Nasdaq requirements.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: - the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;- the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;- the sections of the Exchange Act pertaining to liability for insiders who profit from trades made in a short period of time; and - the selective disclosure rules by issuers of material nonpublic information under Regulation FD. We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a semi-annual basis as press releases, distributed pursuant to the rules and regulations of Nasdaq press releases relating to financial results, and material events are also furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

As a matter of Irish law, holders of our ordinary shares will have a preemption right with respect to any issuance of our ordinary shares for cash consideration or the granting of rights to subscribe for our ordinary shares for cash consideration, unless such preemption right is disapplied, in whole or in part, either in our constitution or by resolution of our shareholders at a general meeting of shareholders or otherwise. However, we have disapplied these preemption rights in our constitution as permitted under Irish company law. Thus, our board of directors is permitted to issue shares for cash on a non-pre-emptive basis to the extent authorised under our constitution and any shareholder resolutions in effect from time to time. In addition, even if the disapplication of preemption rights contained in our constitution expires (and is not renewed by shareholders at a general meeting) or is terminated by our shareholders in a general meeting, due to laws and regulations in certain jurisdictions outside Ireland, shareholders in such jurisdictions may not be able to exercise their preemption rights unless we take action to register or otherwise qualify the rights offering under the laws of that jurisdiction. For example, in the United States, U.S. holders of our ordinary shares may not be able to exercise preemption rights unless a registration statement under the Securities Act is declared effective with respect to our ordinary shares issuable upon exercise of such rights or an exemption from the U.S. registration requirements is available. If shareholders in such jurisdictions are unable to exercise their preemption rights, their ownership interest would be diluted. Any future issuance of shares or debt instruments convertible into shares where preemption rights are not available or are excluded would result in the dilution of existing shareholders and reduce the earnings per share, which could have a material adverse effect on the price of shares.

Our quarterly operating results are likely to fluctuate as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market, or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. You may not be able to resell your shares at or above the price you paid or at all. Our operating results and the trading price of our Class B Ordinary Shares may fluctuate in response to various factors, including: - market conditions in the broader stock market;- actual or anticipated fluctuations in our quarterly financial and operating results;- introduction of new products or services by us or our competitors;- issuance of new or changed securities analysts' reports or recommendations;- changes in debt ratings;- results of operations that vary from expectations of securities analysts and investors;- guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;- strategic actions by us or our competitors;- announcement by us, our competitors, or our vendors of significant contracts or acquisitions;- sales, or anticipated sales, of large blocks of our Class B Ordinary Shares;- additions or departures of key personnel;- regulatory, legal, or political developments;- public response to press releases or other public announcements by us or third parties, including our filings with the SEC;- litigation and governmental investigations;- changing economic conditions;- changes in accounting principles; and - other events or factors, including those from natural disasters, pandemic, pet disease, war, acts of terrorism, or responses to these events. These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our Class B Ordinary Shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes brought securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

We must meet certain financial and liquidity criteria to maintain our listing on Nasdaq. If we violate Nasdaq's listing requirements, or if we fail to meet any of Nasdaq's continued listing standards, the Class B Ordinary Shares may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. On April 23, 2026, the Company received a written determination letter (the "Staff Determination") from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that the Staff has determined to delist the Company's Class B ordinary shares from The Nasdaq Capital Market unless the Company requests an appeal of the determination before an independent Hearings Panel (the "Panel") by April 30, 2026. The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) on the grounds that the Class B ordinary shares failed to maintain a minimum closing bid price of $1.00 per share for thirty (30) consecutive business days from March 11, 2026 through April 22, 2026, as required under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). The Company is ineligible for a 180-calendar day compliance period due to the fact that the 1-for-10 reverse stock split effected on June 26, 2025 was completed within one year of the current bid price deficiency. The Company timely requested a hearing before the Panel pursuant to Nasdaq Listing Rule 5815(a). The hearing process provides the Company with an opportunity to present a plan to restore compliance with all applicable listing standards. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B), the filing of the hearing request automatically stayed any suspension or delisting action pending the hearing and the issuance of the Panel's written decision. During this period, the Class B ordinary shares will continue to be listed and traded on Nasdaq under the ticker symbol "SLMT." As previously disclosed, the Company's shareholders approved a 10-for-1 reverse share split of the Class B ordinary shares of the Company at an extraordinary general meeting of shareholders held on April 7, 2026, subject to a determination of the Company's Board to effectuate the reverse share split in its sole discretion. On May 1, 2026, the Board approved such 10-for-1 reverse share split effective as of May 14, 2026. As such, the Board expects the Company to regain compliance with the Minimum Bid Price Requirement now that the reverse share split has been effectuated, although there can be no guarantee. There can be no assurance that the Panel will grant the Company's request for continued listing or that the Company will be able to evidence compliance with all applicable Nasdaq listing criteria within any period of time that the Panel may grant. If the Company is not successful in the appeal process, the Company may consider additional alternatives, including a potential transfer of its listing to another exchange or quotation on an over-the-counter market. In addition, even if we meet these requirements, there is no assurance that we will be able to continue to meet these or other requirements of the Nasdaq listing rules in order to maintain the listing of the Class B Ordinary Shares on Nasdaq. A delisting of the Class B Ordinary Shares from Nasdaq may materially impair our shareholders' ability to buy and sell the Class B Ordinary Shares and could have an adverse effect on the market price of, and the efficiency of the trading market for, the Class B Ordinary Shares. The delisting of the Class B Ordinary Shares could significantly impair our ability to raise capital and the value of any investment in our securities. If Nasdaq delists the Class B Ordinary Shares, we could face significant material adverse consequences, including: - a limited availability of market quotations for the Class B Ordinary Shares;- a reduced level of trading activity in the secondary trading market for the Class B Ordinary Shares;- a limited amount of news and analyst coverage;- a decreased ability to issue additional securities or obtain additional financing in the future;- stamp duty may be chargeable on transfers of Class B Ordinary Shares at a rate of 1% of the greater of the price paid or market value of the Class B Ordinary Shares transferred; and - our securities would not be "covered securities" under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on Nasdaq, in which case our securities would be subject to regulation in each state where we offer and sell securities.

Our constitution, together with certain provisions of the Irish Companies Act, could delay, defer or prevent a third party from acquiring us, even where such a transaction would be beneficial to the holders of our ordinary shares, or could otherwise adversely affect the market price of our ordinary shares. For example, certain provisions of our constitution: - permit our board of directors to issue preferred shares with such rights and preferences as they may designate, subject to applicable law;- permit our board of directors to adopt a shareholder rights plan upon such terms and conditions as it deems expedient and in our best interests;- impose advance notice requirements for shareholder proposals and director nominations to be considered at shareholder meetings; and - require the approval of 75% of the votes cast at a general meeting of shareholders to amend or repeal any provisions of our constitution. We believe these provisions, if implemented in compliance with applicable law, may provide some protection to holders of our ordinary shares from coercive or otherwise unfair takeover tactics. These provisions are not intended to make us immune from takeovers. They will, however, apply even if some holders of our ordinary shares consider an offer to be beneficial and could delay or prevent an acquisition that our board of directors determines is in the best interest of the holders of our ordinary shares. Certain of these provisions may also prevent or discourage attempts to remove and replace incumbent directors. In addition, mandatory provisions of Irish law could prevent or delay an acquisition of the Company by a third party. For example, Irish law does not permit shareholders of an Irish public limited company to take action by written consent with less than unanimous consent. Furthermore, an effort to acquire us may be subject to various provisions of Irish law relating to mandatory bids, voluntary bids, requirements to make a cash offer and minimum price requirements, as well as substantial acquisition rules and rules requiring the disclosure of interests in ordinary shares in certain circumstances. Irish law differs from the laws in effect in the United States with respect to defending unwanted takeover proposals and may give our board of directors less ability to control negotiations with hostile offerors. Moreover, on April 24, 2026, the Company entered into the Rights Agreement (as defined below) with Equiniti Trust Company, LLC, as rights agent. The Board has authorized the issuance of one purchase Right (as defined below) for each outstanding Class B Ordinary Share. Each Right represents the right to purchase one Class B Ordinary Share, upon the terms and subject to the conditions of the Rights Agreement. The Rights were issued to the shareholders of record on May 5, 2026, and will expire on April 23, 2027. The Board has adopted the Rights Agreement to enable all shareholders of the Company to realize the long-term value of their investment in the Company and to guard against attempts to acquire control of the Company at an inadequate price. In general terms, the Rights Agreement works by causing significant dilution to any person or group that acquires 9.99% (or 20% in the case of an existing "13G Investor" as defined in the Rights Agreement) or more of the outstanding ordinary shares of the Company without the prior approval of the Board. While the Rights Agreement could have the effect of delaying, deferring or preventing a third party from acquiring us, it is not intended to prevent an acquisition of the Company on terms that the Board considers favorable to, and in the best interests of, all shareholders. Rather, the Rights Agreement aims to provide the Board with adequate time to fully assess any takeover proposal and therefore comply with its fiduciary duties and to encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.

We adopted a dual class voting structure such that our ordinary shares consist of Class A Ordinary Shares and Class B Ordinary Shares, and we are authorized to issue any number of classes of preferred shares. Class A Ordinary Shares are entitled to ten votes per share on proposals requiring or requesting shareholder approval, and Class B Ordinary Shares are entitled to one vote on any such matter. Our Class B Ordinary Shares were listed and began trading on the Nasdaq Capital Market on January 27, 2023, under the symbol "BREA" until October 3, 2025. Following such date, our Class B Ordinary Shares trade on the Nasdaq Capital Market under the symbol "SLMT." Prior to the listing, there was no public market for our ordinary shares. As of the date of this Annual Report, there are no outstanding Class A Ordinary Shares. Although there are currently no super voting Class A Ordinary Shares outstanding, any issuances of such shares in the future could result in the holders of such shares owning a majority of the voting power of our outstanding share capital and collectively would therefore be our controlling shareholders. In such an event, such holders would have controlling voting power and the ability to approve all matters submitted to our shareholders for approval, including the ability to control the outcome of most matters requiring shareholder approval, including: - the election of our board and, through our board, decision making with respect to our business direction and policies, including the appointment and removal of our officers;- mergers, de-mergers and other significant corporate transactions;- changes to our constitution; and - our capital structure. Any such voting control and influence in the future may discourage transactions involving a change of control of the Company, including transactions in which shareholders of our Class B Ordinary Shares might otherwise receive a premium for their shares. S&P Dow Jones and FTSE Russell have implemented changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, namely, to exclude companies with multiple classes of shares of common stock from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of the Class B Ordinary Shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class B Ordinary Shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class B Ordinary Shares.