Annuncio • Jun 30
RBCH Issues Comments on Outcome of Brera Holdings Annual General Meeting On June 30, 2026, RBCH Ltd. Commented on the outcome of the Brera Holdings PLC Annual General Meeting, stating that 4 of the Company’s 5 current directors would not have been re-elected without counting the 2,298,000 shares that 2 directors Ron Sade and Keren Maimon, awarded themselves in the contested Registered Direct Offering. In addition, RBCH stated that excluding the contested Registered Direct Offering shares, approximately 3.0 million shares voted against the re-election of Ron Sade, Keren Maimon, Alyazi Saeed Ahmad Alkhattal Almeheiri, and Tariq Salem Ebraheem Alsaman Alnuaimi, while approximately 2.6 million shares voted in favor, and only Erez Simha would have been re-elected. Further, RBCH stated that independent external shareholders voted against the Board, and the Board survived only because 2 board members voted shares issued to themselves weeks before the AGM through the contested Registered Direct Offering. Furthermore, RBCH stated that the Registered Direct Offering shares, together with warrants representing more than 10% of the Company’s equity granted under the Strategic Advisor Agreement, are the subject of RBCH’s derivative action filed in the Supreme Court of the State of New York on June 22, 2026, alleging conflicted transactions that breached fiduciary duties to the Company and its shareholders, and RBCH stated it will pursue its claims in court and continue to advocate for independent governance and Solmate’s Solana strategy. Annuncio • Jun 25
RBCH Responds to Brera Holdings Statement On June 25, 2026, RBCH Ltd. announced that it has issued a statement in response to Brera Holdings PLC statement that Company’s allegations against RockawayX are false, misleading, and a retaliatory response to its derivative lawsuit. In addition, RBCH stating that the Company’s statement fails to address key issues including the Registered Direct Offering at a significant discount, insider share sales at higher prices, director fees, advisory agreements, and warrants granted to insiders. Further, RBCH highlights that independent proxy advisory firm ISS recommending shareholders vote against all 5 Company directors due to governance concerns, clarifies the lawsuit was filed by RBCH as a 10%+ shareholder seeking accountability, and notes that Company’s allegations arose after RBCH’s Emergency General Meeting requisition while reiterating commitment to protecting shareholder value. Annuncio • Jun 23
RBCH Files Derivative Lawsuit Against Brera Holdings Directors and Officers On June 22, 2026, RBCH Ltd. announced that it filed a derivative lawsuit against Brera Holdings PLC directors and officers for breach of fiduciary duty, shareholder oppression, and self-dealing. RBCH also called for shareholders to withhold support from certain directors at the upcoming AGM and demanded governance reforms. ISS, an independent proxy advisor, recommended shareholders vote against the board, citing governance failures. Annuncio • Jun 10
Forward Industries, Inc. (NasdaqCM:FWDI) cancelled the acquisition of Brera Holdings PLC (NasdaqCM:SLMT) for for $52.4 million. Forward Industries, Inc. (NasdaqCM:FWDI) proposed to acquire Brera Holdings PLC (NasdaqCM:SLMT) for $52.4 million on June 1, 2026. Under the proposal, SLMT shareholders would receive 1.54 newly-issued shares of Forward Industries, Inc. common stock for each SLMT share, representing a premium of approximately 30.7% to the volume-weighted average closing price of SLMT’s ordinary shares over the ten trading days ended June 1, 2026, or $7.19 per share.
Forward Industries, Inc. (NasdaqCM:FWDI) cancelled the acquisition of Brera Holdings PLC (NasdaqCM:SLMT) on June 6, 2026. The board of directors of SLMT rejected the proposal on the basis that “it does not consider the Proposal to be in the best interest of the Company”. Annuncio • May 29
RBCH Ltd, Delivers a Letter to Brera Holdings PLC On May 28, 2026, RBCH Ltd, announced that it delivered a letter to Brera Holdings PLC to call a requisitioned an extraordinary general meeting to be convened within 21 days for the removal of five current directors Ron Sade, Alyazi Almheiri, Erez Simha, Keren Maimon, and Tariq Salem Ebraheem Alsaman Alnuaimi and appointment of Jonathan R. Bates, Viktor Fischer, and Lucas Bruder as a directors for the Company. RBCH Ltd believes a majority of the current board members do not meet the independence requirements of the NASDAQ listing rules. Annuncio • May 22
Brera Holdings PLC has filed a Follow-on Equity Offering in the amount of $11.42106 million. Brera Holdings PLC has filed a Follow-on Equity Offering in the amount of $11.42106 million.
Security Name: Class B Ordinary Shares
Security Type: Common Stock
Securities Offered: 2,298,000
Price\Range: $4.97
Transaction Features: Registered Direct Offering Annuncio • May 13
Brera Holdings PLC Announces Reverse Share Split to Regain Compliance with Nasdaq’s Minimum Bid Price Rule Brera Holdings PLC, operating under the name Solmate Infrastructure (the “Company”) announced a 1-for-10 reverse share split (the “Reverse Share Split”) of the Company’s ordinary shares. The Company’s board of directors approved the Reverse Share Split on May 1, 2026, and the Company obtained shareholder approval for the Reverse Share Split at an extraordinary general meeting on April 7, 2026. The Company’s Class B ordinary shares will continue to trade on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “SLMT” and will begin trading on a split-adjusted basis when the market opens on May 14, 2026. The new CUSIP number for the Company’s Class B ordinary shares following the Reverse Share Split will be G13311132. The Reverse Share Split is intended to enable the Company to regain compliance with Nasdaq Listing Rule 5550(a) (2), pursuant to which the Company is required to maintain a minimum bid price of at least $1 per share for continued listing on Nasdaq (the “Minimum Bid Price Rule”). Annuncio • Apr 09
Brera Holdings plc Announces Changes to Its Board, Effective April 2, 2026 and April 5, 2026 Brera Holdings PLC announced that Dr. Arthur Laffer and Viktor Fischer have stepped down from the Company's Board of Directors, effective April 2, 2026 and April 5, 2026, respectively. Mr. Fischer’s departure from the Board is not expected to impact Solmate’s ongoing infrastructure partnership with RockawayX. Buy Or Sell Opportunity • Mar 04
Now 27% overvalued Over the last 90 days, the stock has fallen 46% to US$1.38. The fair value is estimated to be US$1.09, however this is not to be taken as a sell recommendation but rather should be used as a guide only. Revenue has grown by 82% over the last 3 years. Earnings per share has declined by 23%. Annuncio • Mar 03
Solmate Confirms UAE-Based Solana Validator At 100% Functionality Following Recent Regional Events Solmate Infrastructure confirmed that its UAE-based Solana validator operations remain 100% functional following recent regional events. The Company's bare-metal infrastructure, housed in high-security facilities, has not been impacted by recent attacks on cloud service providers in the region. Solmate's purpose-built, bare-metal deployment ensures operational independence from cloud service providers and delivers superior performance for exchanges, traders, and market makers requiring low-latency access to the Solana network. New Risk • Feb 06
New minor risk - Market cap size The company's market capitalization is less than US$100m. Market cap: US$83.6m This is considered a minor risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (24% average weekly change). Earnings have declined by 52% per year over the past 5 years. Shareholders have been substantially diluted in the past year (over 63x increase in shares outstanding). Minor Risks Revenue is less than US$5m (€2.7m revenue, or US$3.1m). Market cap is less than US$100m (US$83.6m market cap). Annuncio • Jan 03
Brera Holdings PLC Announces Board and Committee Changes On December 28, 2025, Alberto Libanori gave written notice of his resignation from the board of directors (the ‘Board’) of the Brera Holdings PLC, effective immediately. Mr. Libanori will continue to serve as the Company’s Head of Operations. Mr. Libanori’s decision to resign from the Board was not the result of any disagreement relating to the Company’s operations, policies or practices. On December 31, 2025, the Company appointed Erez Simha to serve as an independent director on the Board of the Company, and as a member of and the chair of the Board’s Audit Committee. There are no other arrangements or understandings between Mr. Simha and any other person pursuant to which Mr. Simha was appointed as a director of the Company. There are also no family relationships between Mr. Simha and any director or executive officer of the Company, and Mr. Simha has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Simha will participate in the Company’s standard non-employee director compensation arrangements. Mr. Simha brings over 20 years of experience and a proven track record of scaling high-tech disruptive companies in multiple industries, including food-tech, blockchain, 3D printing, and digital assets. Mr. Simha currently serves as a senior financial advisor to a payment processing workforce solution private company, as a board member and treasurer of The Village LTD, a 501(c) nonprofit corporation, and as a board member of Fold Holdings Inc., a bitcoin financial services company. From 2022 through 2023, Mr. Simha served as the Chief Financial Officer at Genius Group. From 2020 through 2022, Mr. Simha served as a director and President and Chief Financial Officer at Apifiny Group. From 2019 through 2020, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Kangaroo (Roo Inc.). From 2017 through 2019, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at Food-Tech. From 2011 through 2017, Mr. Simha served as Chief Financial Officer and Chief Operating Officer at STRATASYS LTD. From 2004 through 2011, Mr. Simha served in various capacities, including Vice President of Customer Support, Finance and Operations, Orbotech Pacific Vice President of Finance and Operations, Corporate Vice President of Finance and Chief Financial Officer, at Orbotech LTD. Mr. Simha holds a Bachelors Degree in Economics and Accounting and a Masters Degree in Business Administration and Finance from Tel Aviv University. He is a Certified Public Accountant. Annuncio • Dec 05
Brera Holdings PLC (NasdaqCM:SLMT) signed a non-binding term sheet to acquire RockawayX a.s. from Rockaway Capital SE for approximately €230 million. Brera Holdings PLC (NasdaqCM:SLMT) signed a non-binding term sheet to acquire RockawayX a.s. from Rockaway Capital SE for approximately €230 million on December 4, 2025. As part of the consideration, Brera Holdings PLC will issue 25 million of Class B ordinary shares as an initial consideration and contingent equity earn-out consideration of up to approximately 62 million additional Class B Ordinary Shares based on the average daily volume weighted average price of the Class B Ordinary Shares for specified periods during the five-year period following the closing, with earn-out milestones set between $9 per share and up to and including $50 per share. The Term Sheet also provides that if the average daily volume weighted average price of the Class B Ordinary Shares for specified periods in the year following signing of the Term Sheet, is at or below a specified price, Rockaway Capital SE will receive up to an additional 20 million Class B Ordinary Shares in the aggregate, which would offset share-for-share any contingent equity earn-out consideration, such that the maximum combined number of Class B Ordinary Shares potentially issuable in connection with the Transaction would be approximately 87 million Class B Ordinary Shares. The combined entity would continue to trade under the ticker SLMT on the Nasdaq. Upon completion, Marco Santori continues as Solmate CEO, overseeing the unified infrastructure and treasury strategy, Viktor Fischer would continue as CEO of the RockawayX subsidiary and would become Executive Chairman of Solmate upon closing and Jakub Havrlant, the CEO and founder of Rockaway Capital would join Solmate’s board.
The transaction is subject to negotiation and execution of a definitive agreement, satisfaction of closing conditions and receipt of required regulatory and shareholder approvals. The transaction is expected to close in the first half of 2026. Annuncio • Nov 19
Brera Holdings PLC has filed a Follow-on Equity Offering in the amount of $98.5 million. Brera Holdings PLC has filed a Follow-on Equity Offering in the amount of $98.5 million.
Security Name: Class B Ordinary Shares
Security Type: Common Stock
Transaction Features: At the Market Offering Annuncio • Nov 07
Solmate Infrastructure Launches the Uae's First Performant Solana Validator, Announces Infrastructure Flywheel Including Planned Rpc and Colocation Services Solmate Infrastructure announced its launch of the first-ever bare metal Solana validator in the UAE, which is the first performant Solana validator in the Middle East and expected to rank among the top Solana validator globally. Partners and the public may now stake their $SOL to earn rewards directly from Solmate's validator at 0% commission. Solmate sees a future where capital markets operate in micro seconds, fully on-chain, and with no intermediaries. Its new validator minted the first-ever Solana block in the UAE and included within it the text of a famous quotation celebrating the region: "The future is for those who can imagine it, design it, and execute it." Now, Solmate announces the next step in its strategy: establishing RPC nodes and colocation services that facilitate the operation of decentralized finance (or "DeFi") applications. Solmate will go beyond basic $SOL staking strategies to generate yield via RPC and colocation fees, leveraging its partnership with infrastructure leader RockawayX. RPC and colocation services are deeply synergistic with its existing treasury strategy because their performance relies on geographic proximity to validators stocked with $SOL. The more $SOL, the more revenue generated. Solmate's treasury strategy is to generate $SOL and use it to stock its new validator, which is ideally between global financial centers in the UAE. Solmate will continue to grow its $SOL stake via capital market activities and yield generation strategies, which will in turn increase the performance of - and fees generated by - its RPC and colocation services. This is Solmate's Infrastructure Flywheel™?. Reported Earnings • Nov 02
First half 2025 earnings released: €0.69 loss per share (vs €1.92 loss in 1H 2024) First half 2025 results: €0.69 loss per share (improved from €1.92 loss in 1H 2024). Revenue: €273.5k (down 44% from 1H 2024). Net loss: €1.31m (loss narrowed 45% from 1H 2024). Revenue is forecast to grow 26% p.a. on average during the next 3 years, compared to a 9.7% growth forecast for the Entertainment industry in the US. Annuncio • Sep 24
Brera Holdings PLC announced that it has received $299.566948 million in funding from ARK Investment Management LLC, RockawayX,Pulsar Group and other investors. On September 23, 2025, Brera Holdings PLC closed the transaction. Annuncio • Sep 19
Brera Holdings PLC announced that it expects to receive $299.566948 million in funding from ARK Investment Management LLC, RockawayX, Solana Foundation, Pulsar Group and other investors Brera Holdings PLC announced that it has entered into a securities purchase agreement with certain accredited investors to issue 58,005,516 class B ordinary shares at price of $4.50 for gross proceeds of $261,024,822, class B ordinary share purchase warrants to purchase 58,005,516 class B ordinary shares, pre-funded warrants to purchase 8,661,152 class B ordinary shares at price of $4.45 for gross proceeds of $38,542,126.4 and common warrants to purchase 8,661,152 class B ordinary shares for aggregate proceeds of $299,566,948.4, before deducting placement agent fees and other offering expenses on September 18, 2025. The PIPE common warrants will be immediately exercisable for 36 months after issuance at an exercise price of $6.75 per share. The PIPE pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the PIPE pre-funded warrants issued in the PIPE offering are exercised in full at an exercise price of $0.05 per share. The transaction includes participation from new investors, Pulsar Group, Solana Foundation, RockawayX, and traditional investment firms like ARK Investment Management LLC. The class B ordinary shares, PIPE pre-funded warrants (and underlying shares) and PIPE common warrants (and underlying shares) are being offered in reliance upon the exemption from the registration requirement of the securities act of 1933, as amended, pursuant to section 4(a)(2) thereof and/or rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The closing of the PIPE offering is expected to occur on or about September 22, 2025, subject to the satisfaction of customary closing conditions. New Risk • Sep 18
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 14% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (14% average weekly change). Earnings have declined by 69% per year over the past 5 years. Shareholders have been substantially diluted in the past year (83% increase in shares outstanding). Minor Risks Revenue is less than US$5m (€2.9m revenue, or US$3.4m). Market cap is less than US$100m (US$18.5m market cap). Buy Or Sell Opportunity • Sep 18
Now 83% overvalued after recent price rise Over the last 90 days, the stock has risen 217% to US$24.90. The fair value is estimated to be US$13.60, however this is not to be taken as a sell recommendation but rather should be used as a guide only. Revenue has grown by 88% over the last 3 years. Earnings per share has declined by 58%. Board Change • Jul 30
Less than half of directors are independent There are 8 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 8 new directors. 3 experienced directors. No highly experienced directors. 2 independent directors (5 non-independent directors). Independent Director Alberto Libanori is the most experienced director on the board, commencing their role in 2022. Independent Director Chris Gardner was the last independent director to join the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Annuncio • Jun 26
Brera Holdings plc Announces Resignation of Giuseppe Pirola from Board of Directors No Later Than June 27, 2025 Brera Holdings PLC announced that Upon signing this private agreement, Dr. GIUSEPPE PIROLA undertakes to resign from BH’s Board of Directors no later than June 27, 2025. Annuncio • Jun 18
Brera Holdings PLC has filed a Follow-on Equity Offering in the amount of $1.4 million. Brera Holdings PLC has filed a Follow-on Equity Offering in the amount of $1.4 million.
Security Name: Class B Ordinary Shares
Security Type: Common Stock
Securities Offered: 2,074,074
Price\Range: $0.675
Discount Per Security: $0.04725
Transaction Features: Registered Direct Offering Annuncio • May 01
Brera Holdings PLC announced delayed 20-F filing On 04/30/2025, Brera Holdings PLC announced that they will be unable to file their next 20-F by the deadline required by the SEC. Annuncio • Apr 08
Brera Holdings plc Receives FIGC Approval for Its Acquisition of A Stake in S.S. Juve Stabia S.R.L., The Second Team of Naples Brera Holdings PLC announced that the Italian Football Federation has officially completed its review and approved the Company’s acquisition of a stake in S.S. Juve Stabia S.r.l. a professional football club currently competing in Italy’s Serie B. Following a comprehensive regulatory process conducted by the FIGC’s Commissione Acquisizioni Partecipazioni Societarie, the Commission confirmed that Brera Holdings satisfies the standards of financial soundness and reputational integrity required by FIGC’s regulations. This positive outcome, which aligns with the governance, compliance, and disclosure standards required of a Nasdaq-listed public company, has now been submitted to the relevant federal bodies for final administrative formalities. Annuncio • Apr 02
Brera Holdings Regains Compliance with Nasdaq Listing Rule 5620(a) Brera Holdings PLC announced that on March 31, 2025, the Company received formal notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of holding its annual meeting on March 28, 2025, the Company is now in compliance with the annual meeting requirement set in Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”). The Company had received notice of non-compliance with the Annual Meeting Rule on February 3, 2025. Nasdaq has now closed the matter. Annuncio • Mar 08
Brera Holdings plc Announces the Addition of Arthur B. Laffer to the Top-Tier Advisory Board Brera Holdings PLC announced the addition of Dr. Arthur B. Laffer to the Company’s top-tier Advisory Board. Laffer joins the Advisory Board all-star team members Massimo Ferragamo, Alan Rothenberg, Paul Tosetti, Giuseppe Rossi, and Marshall Geller. Dr. Arthur B. Laffer is a distinguished economist best known for his work on supply-side economics and the Laffer Curve, which has influenced global fiscal policy. The Company believes his extensive experience advising U.S. policymakers, corporate leaders, and investors will bring a fresh economic dimension to Brera’s football expansion strategy. Laffer’s expertise will help shape the Company’s vision of positioning football clubs as global economic assets by maximizing player monetization, revenue streams, and international market penetration, particularly in North America and Asia. Laffer will advise on key strategic initiatives, with potential input on developing proprietary financial models inspired by the Laffer Curve to optimize player salaries, transfer fees, and overall profitability. He will leverage his political and corporate networks to position Brera’s clubs as transatlantic brands, providing exposure to American investors and potentially expanding the fanbase. Additionally, his connections in finance, energy, and technology are expected to be instrumental in accessing relationships for potential high-value sponsorship deals, broadcasting rights, and government incentives. Laffer’s strategic input may also inform stadium modernization efforts, digital engagement initiatives, and U.S.-based high-profile friendly matches, all aimed at enhancing revenue diversification and global brand growth. Annuncio • Mar 05
Brera Holdings PLC, Annual General Meeting, Mar 28, 2025 Brera Holdings PLC, Annual General Meeting, Mar 28, 2025. Annuncio • Feb 25
Brera Holdings PLC (NasdaqCM:BREA) signed a letter of intent to acquire an unknown minority stake in Associação Black Bulls from Transportes Lalgy. Brera Holdings PLC (NasdaqCM:BREA) signed a letter of intent to acquire an unknown minority stake in Associação Black Bulls from Transportes Lalgy on February 24, 2025. In this partnership, Brera will take on a co-ownership role with the Black Bulls. Annuncio • Feb 22
Brera Holdings PLC Announces Resignation of Pierre Galoppi from the Board of Directors Brera Holdings PLC announced that on February 21, 2025, Pierre Galoppi gave written notice of his resignation from the board of directors of the Company, effective immediately. Mr. Galoppi will continue to serve as the Company’s Chief Executive Officer and Interim Chief Financial Officer. Mr. Galoppi’s decision to resign from the Board was not the result of any disagreement relating to the Company’s operations, policies or practices. Annuncio • Feb 08
Brera Holdings Announces Anticipated Receipt of Nasdaq Additional Deficiency Notice Brera Holdings PLC (“Brera Holdings” or “the Company”) announced that on February 3, 2025, the Company received formal notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company does not satisfy the annual meeting requirement set in Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”) as the Company did not hold an annual meeting of shareholders within twelve months of the end of the Company’s previous fiscal year ended December 31, 2023. In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the notice provided the Company with a period of 45 calendar days from the date of the notice, or March 20, 2025, to submit a plan to regain compliance with the Annual Meeting Rule. The Staff has the discretion to grant the Company an exception through June 30, 2025, to regain compliance with the Annual Meeting Rule. Brera Holdings intends to hold an annual meeting of shareholders within March 2025. Reported Earnings • Jan 05
First half 2024 earnings released: €0.24 loss per share (vs €0.14 loss in 1H 2023) First half 2024 results: €0.24 loss per share (further deteriorated from €0.14 loss in 1H 2023). Revenue: €1.61m (up €1.53m from 1H 2023). Net loss: €2.92m (loss widened 92% from 1H 2023). New Risk • Jan 03
New major risk - Revenue and earnings growth Earnings have declined by 89% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (25% average weekly change). Earnings have declined by 89% per year over the past 5 years. Market cap is less than US$10m (US$9.99m market cap). Minor Risks Shareholders have been diluted in the past year (11% increase in shares outstanding). Revenue is less than US$5m (€2.7m revenue, or US$2.8m). Annuncio • Dec 10
Brera Holdings PLC (NasdaqCM:BREA) entered into a binding term sheet to acquire 51.72% stake in La Societa Sportiva Juve Stabia SpA from Andrea Langella for €13 million. Brera Holdings PLC (NasdaqCM:BREA) entered into a binding term sheet to acquire 51.72% stake in La Societa Sportiva Juve Stabia SpA from Andrea Langella for €13 million on November 30, 2024. The consideration of €3.5 million in cash, €4 million through the issue of class B ordinary shares of Brera Holdings, €0.5 million in Class B Ordinary Shares payable to Andrea Langella, if Juve Stabia accesses the promotion playoffs in the 2024-25 season and €5 million in Class B Ordinary Shares payable to Andrea Langella, if Juve Stabia is promoted to Serie A at the conclusion of the 2024-25 season. The acquisition will be done over three phases. At the completion of the Step One Closing Brera shall own 21.74% of the share capital of Juve Stabia and it is expected on or before December 31, 2024. At the completion of the Step Two Closing Brera shall own 38.46% of the share capital of Juve Stabia and it is expected on January 31, 2025. At the completion of the Step Three Closing Brera shall own 51,72% of the share capital of Juve Stabia and it is expected to take place on March 31, 2025.
The transaction is subject to obtaining any approval/consent required under applicable laws or regulations, including Italy’s FIGC football regulator. Bonelli Erede Pappalardo Studio Legale and Bevilacqua PLLC acted as legal advisor to Brera Holdings PLC. Annuncio • Sep 12
Brera Holdings PLC Announces Resignation of Federico Pisanty as Member of the Board of Directors and as Head of International Business Development On August 31, 2024, Federico Pisanty gave written notice to Brera Holdings PLC (the “Company”) confirming his irrevocable resignation, effective immediately, from his positions with the Company as a member of the board of directors and as Head of International Business Development. Mr. Pisanty’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. New Risk • Aug 29
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 16% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-€2.6m free cash flow). Share price has been highly volatile over the past 3 months (16% average weekly change). Minor Risks Shareholders have been diluted in the past year (16% increase in shares outstanding). Revenue is less than US$5m (€1.1m revenue, or US$1.3m). Market cap is less than US$100m (US$12.6m market cap). Board Change • Jul 30
Less than half of directors are independent There are 12 new directors who have joined the board in the last 3 years. Of these new board members, 3 were independent directors. The company's board is composed of: 12 new directors. No experienced directors. No highly experienced directors. 3 independent directors (7 non-independent directors). Co-Owner, Chief Strategy Officer & Director Alessandro Aleotti is the most experienced director on the board, commencing their role in 2022. Independent Director Chris Gardner was the last independent director to join the board, commencing their role in 2023. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Annuncio • May 01
Brera Holdings PLC announced delayed 20-F filing On 04/30/2024, Brera Holdings PLC announced that they will be unable to file their next 20-F by the deadline required by the SEC. New Risk • Feb 07
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 2.2% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (30% average weekly change). Revenue has declined by 73% over the past year. Revenue is less than US$1m (€110k revenue, or US$118k). Minor Risks Shareholders have been diluted in the past year (2.2% increase in shares outstanding). Market cap is less than US$100m (US$11.8m market cap). New Risk • Nov 17
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended December 2022. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (18% average weekly change). Negative equity (-€131k). Revenue has declined by 61% over the past year. Revenue is less than US$1m (€162k revenue, or US$176k). Market cap is less than US$10m (US$8.89m market cap). Minor Risk Latest financial reports are more than 6 months old (reported December 2022 fiscal period end). New Risk • Oct 24
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: US$9.47m This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Negative equity (-€131k). Revenue has declined by 61% over the past year. Revenue is less than US$1m (€162k revenue, or US$173k). Market cap is less than US$10m (US$9.47m market cap). Minor Risk Share price has been volatile over the past 3 months (14% average weekly change). Annuncio • Jun 13
Brera Holdings PLC Appoints Pierre Galoppi as its Chief Executive Officer Brera Holdings PLC has named Pierre Galoppi as its Chief Executive Officer. Mr. Galoppi is a seasoned international executive and will lead Brera and its iconic brand as it pursues its international emerging sports brand expansion strategy. Pierre Galoppi has more than thirty years of experience with strategic business and financial services across a number of industries in the mid-level capital markets segment, including natural resources, aviation, cybersecurity, telecommunications, tourism, and international marketing. Mr. Galoppi’s transactional experience extends to Latin America, the Caribbean, Canada, Europe, and the United States. Mr. Galoppi was born and raised in Rome, Italy, and is a dual citizen of Canada and Italy. Mr. Galoppi is fluent in English, Spanish, Portuguese, Italian, and French. Since February 2007, Mr. Galoppi has served as the Managing Director of 1st PMG Capital Corporation, which provides consulting services in the areas of capital markets entry, fundraising, strategic partnerships, mergers and acquisitions and financial services. Through 1st PMG Capital Corporation, Mr. Galoppi has worked with a number of companies in the preparation of U.S. Securities and Exchange Commission (SEC) registration statements, as well as the filings associated with their public listing requirements. Mr. Galoppi earned a Bachelor of Commerce degree and a Master of Business Administration degree from Concordia University in Montreal, Canada. Annuncio • May 09
Brera Holdings PLC (NasdaqCM:BREA) completed the acquisition of Akcionersko Drustvo Fudbalski Klub Akademija Pandev Ad Strumica from Goran Pandev. Brera Holdings PLC (NasdaqCM:BREA) signed a Letter of Intent to acquire Akcionersko Drustvo Fudbalski Klub Akademija Pandev Ad Strumica from Goran Pandev on February 13, 2023. Brera Holdings expects to enter into definitive agreements for the acquisition of Akademija Pandev. The acquisition is expected to close within the first half of 2023.
Brera Holdings PLC (NasdaqCM:BREA) completed the acquisition of Akcionersko Drustvo Fudbalski Klub Akademija Pandev Ad Strumica from Goran Pandev on May 8, 2023. Akcionersko Drustvo Fudbalski Klub Akademija Pandev Ad Strumica's name is renamed to BRERA. Annuncio • Feb 16
Brera Holdings PLC (NasdaqCM:BREA) signed a Letter of Intent to acquire Akcionersko Drustvo Fudbalski Klub Akademija Pandev Ad Strumica from Akademija Pandev. Brera Holdings PLC (NasdaqCM:BREA) signed a Letter of Intent to acquire Akcionersko Drustvo Fudbalski Klub Akademija Pandev Ad Strumica from Akademija Pandev on February 15, 2023. Brera Holdings expects to enter into definitive agreements for the acquisition of Akademija Pandev. The acquisition is expected to close within the first half of 2023. Annuncio • Feb 01
Brera Holdings PLC (NasdaqCM:BREA) acquired Brera Football Club. Brera Holdings PLC (NasdaqCM:BREA) acquired Brera Football Club on July 2022.Brera Holdings PLC (NasdaqCM:BREA) completed the acquisition of Brera Football Club on July 2022. Board Change • Feb 01
High number of new and inexperienced directors There are 7 new directors who have joined the board in the last 3 years. The company's board is composed of: 7 new directors. No experienced directors. No highly experienced directors. Chief Strategy Officer & Director Alessandro Aleotti is the most experienced director on the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Annuncio • Jan 28
Brera Holdings PLC has completed an IPO in the amount of $7.5 million. Brera Holdings PLC has completed an IPO in the amount of $7.5 million.
Security Name: Class B Ordinary Shares
Security Type: Common Stock
Securities Offered: 1,500,000
Price\Range: $5
Discount Per Security: $0.42 Board Change • Jan 28
Less than half of directors are independent There are 4 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 4 new directors. No experienced directors. No highly experienced directors. 1 independent director (3 non-independent directors). Chief Strategy Officer & Director Alessandro Aleotti is the most experienced director on the board, commencing their role in 2022. Independent Director Alberto Libanori was the last independent director to join the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of experienced directors.