US Market News
1週前
Brera Holdings PLC (d/b/a Solmate Infrastructure) Announces Results of 2026 Annual General Meeting; Shareholders Decisively Re-Elect All Company’s Five Director Nominees by Wide MarginsJune 26, 2026 7:24 PM
Business Wire Voting Results Reaffirm Shareholder Confidence in the Board Despite Misguided Campaign by RBCH Ltd. Shareholders Overwhelmingly Reject RockawayX’s Control Campaign as Company Reaffirms Intent to Pursue Claims and Protect Shareholders Brera Holdings PLC (Nasdaq: SLMT) (the “Company” or “Solmate”) today announced the voting results in respect of Proposal No. 1 and Proposal No. 2 of its 2026 Annual General Meeting of Shareholders (the “AGM”), held on June 26, 2026. At the AGM, shareholders duly re-elected all five of the Company’s director nominees - Ron Sade, Alyazi Saeed Ahmad Alkhattal Almheiri, Erez Simha, Tariq Salem Ebraheem Alsaman Alnuaimi and Keren Maimon, each by a wide margin, with support ranging from approximately 62% to nearly 70% of shares voted, on turnout of 71.49% of shares outstanding. The result is a clear, across-the-board endorsement of the leadership of the current Board of Directors of the Company (the “Board”), delivered notwithstanding a campaign by RBCH Ltd. (“RBCH”), an affiliate of RockawayX and its Managing Partner and CEO, Viktor Fischer, which had urged shareholders to withhold support from the Board’s nominees. Shareholders saw through that campaign for what it is — a self-interested attempt by a spurned counterparty to seize control of the Company after the Board rejected Mr. Fischer’s proposal to sell his business, RockawayX. The Company believes RockawayX’s attempt to sell the business was based on an inflated valuation built on misleading financial representations. The Board’s rejection of Mr. Fischer’s proposal came after a thorough review of the available information, following which the Board determined that the proposed transaction was not in the best interests of the Company and declined to pursue it. Rather than accepting the Board’s informed business judgment, RBCH and Mr. Fischer responded to that rejection not with legitimate engagement, but with a coordinated pressure campaign — a board-removal requisition, a vote-no campaign aimed at certain directors, and a derivative lawsuit filed on the eve of the AGM. RBCH’s effort to single out Mr. Sade and Ms. Maimon in particular gained no traction with shareholders, who returned the entire slate by comparable margins. Today’s vote makes clear that shareholders rejected this campaign notwithstanding RBCH’s last-minute derivative suit and Mr. Fischer’s continuance attempt to appoint himself as a director per his public announcement — tactics the Company views as part of a broader campaign to manufacture the appearance of governance concerns out of routine corporate matters, in service of Mr. Fischer’s and RockawayX’s own financial interests rather than those of Solmate’s shareholders. Shareholders have spoken through their votes, and the message is unambiguous — every member of this Board was returned by a decisive margin, and Viktor Fischer’s and RockawayX’s campaign to seize control of this Company through pressure rather than performance has been rejected in full. This Board exercised its business judgment, declined to overpay for a business that did not stand up to diligence, and shareholders have now supported the Board in overwhelming numbers. The Company also views the recently filed derivative lawsuit by RBCH as a meritless and tactical attempt to further distract the Company and interfere with its mandate from shareholders. The Company intends to take all appropriate action to protect itself and its shareholders. “We will not be distracted by further attempts at coercion, and we intend to pursue our claims against Mr. Fischer and RockawayX to their full conclusion while we get back to the business of building Solmate,” said Ron Sade, Chief Executive Officer. We continue to uphold our commitment to shareholders: protect and defend the interests of all shareholders, safeguard the Company’s assets, and ensure that corporate resources are used to create value for investors rather than serving person interests. Results of 2026 Annual General Meeting The re-election of each of the Company’s director nominees pursuant to Proposal No. 1, and the ratification of the appointment of Reliant CPA PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2026 pursuant to Proposal No. 2, were put to the AGM as separate resolutions, and were decided by way of separate polls. The Company notes the AGM was adjourned following the proposal of Proposal No. 2. Notice of the adjourned meeting in respect of the remaining formal business will be provided in due course. As at June 1, 2026, the total number of voting shares in issue was 11,009,294. Accordingly, the total number of votes cast represent approximately 71.49%. Nominee For Against Result No. of Shares % No. of Shares % 1. By separate resolutions, to re-elect 1(a) Ron Sade 4,865,946 61.83% 3,003,800 38.16% Elected 1(b) Alyazi Saeed Ahmad Alkhattal Almheiri 4,863,814 61.80% 3,005,365 38.19% Elected 1(c) Erez Simha 5,456,738 69.33% 2,413,034 30.66% Elected 1(d) Tariq Salem Ebraheem Alsaman Alnuaimi 4,863,867 61.80% 3,005,312 38.19% Elected 1(e) Keren Maimon 4,865,673 61.82% 3,004,119 38.17% Elected 2. Proposal to ratify the appointment of Reliant CPA PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2026 7,690,160 99.08% 70,813 0.91% Passed The Company will publish the results of Proposal No.3 after the adjourned meeting is reconvened at a later date. About Brera Holdings PLC (d/b/a Solmate Infrastructure) Brera Holdings PLC, operating as Solmate Infrastructure, is a Solana-focused crypto infrastructure company focused on building institutional-grade Solana staking, validation and treasury infrastructure, with a strategic foothold in Abu Dhabi. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "expect," "intend," "plan," "anticipate," "believe," "will," and similar expressions. These statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such statements, including, but not limited to, risks and uncertainty relating to ongoing litigation with RBCH Ltd. and its affiliates, market conditions, and other matters described in the Company’s filings with the SEC. Further information regarding these and other risks is included in the Company’s Annual Report on Form 20-F and current reports on Form 6-K and other documents filed with the SEC. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260626767985/en/ Contacts
Wachsman
solmate@wachsman.com Original: Brera Holdings PLC (d/b/a Solmate Infrastructure) Announces Results of 2026 Annual General Meeting; Shareholders Decisively Re-Elect All Company’s Five Director Nominees by Wide Margins
US Market News
2週前
Statement From the Board of Brera Holdings Plc (“Solmate”)June 24, 2026 3:00 PM
Business Wire Solmate (Nasdaq: SLMT) IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE 1. KEY INFORMATION (a) Full name of discloser: Brera Holdings Plc (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. N/A (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree Brera Holdings Plc (d) Is the discloser the offeror or the offeree? OFFEREE (e) Date position held: The latest practicable date prior to the disclosure 23 June 2026 (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO 2. INTERESTS AND SHORT POSITIONS If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1) Class of relevant security: (Note 2) Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: Nil - Nil - (2) Cash-settled derivatives: Nil - Nil - (3) Stock-settled derivatives (including options) and agreements to purchase/ sell: Nil - Nil - Total: Nil - Nil - All interests and all short positions should be disclosed. Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure: Brera Holdings Plc Directors: The directors of Brera Holdings Plc detailed in the table below (together with their connected persons under Rule 3.3(b)(ii) of Part A of the Irish Takeover Rules) have the following interests in the relevant securities of Brera Holdings Plc. Class of Relevant Security Number of ordinary shares held at midnight on 23 June 2026 Percentage of issued share capital Total number of ordinary shares underlying unexercised warrants, restricted stock units (“RSUs”), and other subscription rights. Alyazi Saeed Ahmad Alkhattal Almheiri Class B Ordinary Shares 174,983 1.59% 87,777 Erez Simha Class B Ordinary Shares 0 0% 25,981 Keren Maimon Class B Ordinary Shares 1,336,330 12.12% 101,110 Ron Sade Class B Ordinary Shares 1,338,978 12.14% 104,888 Tariq Salem Ebraheem Alsaman Alnuaimi Class B Ordinary Shares 349,974 3.17% 171,110 Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” (b) Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. (c) Attachments Is a Supplemental Form 8 attached? YES/NO NO Date of disclosure: 24 June 2026 Contact name: Ron Sade Telephone number: +1 253-271-9108 Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service. NOTES ON FORM 8.1(a) and (b) 1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules. 2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules. 3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. FORM 8.3 IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 1. KEY INFORMATION (a) Full name of discloser Erez Simha (b) Owner or controller of interests and short positions disclosed, if different from 1(a) The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree Brera Holdings Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure 23 June 2026 (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO 2. INTERESTS AND SHORT POSITIONS If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2) Class of relevant security
(Note 3) Class B Ordinary Shares with nominal value $0.50 each Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled 3,248 0.29% (2) Cash-settled derivatives (3) Stock-settled derivatives (including options) and agreements to purchase/ sell 22,733 0.21% Total 25,981 0.24% All interests and all short positions should be disclosed. Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4) Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant
security Purchase/sale Number of
securities Price per unit
(Note 5) N/A (b) Cash-settled derivative transactions Class of
relevant
security Product
description
e.g. CFD Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position Number of
reference
securities
(Note 6) Price
per unit
(Note 5) N/A (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of
relevant
security Product
description e.g. call
option Writing, purchasing, selling, varying
etc. Number
of
securities
to which
option
relates
(Note 6) Exercise
price per
unit Type
e.g.
American,
European
etc. Expiry
date Option
money
paid/
received per unit N/A (ii) Exercise Class of
relevant
security Product
description
e.g. call
option Exercising/
exercised
against Number of
securities Exercise
price per
unit
(Note 5) N/A (d) Other dealings (including transactions in respect of new securities) (Note 3) Class of
relevant
security Nature of dealing
e.g. subscription,
conversion, exercise Details Price per unit (if
applicable)
(Note 5) N/A 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” None (b) Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. None (c) Attachments Is a Supplemental Form 8 attached? YES Date of disclosure 24 June 2026 Contact name Erez Simha Telephone number +1 253-271-9108 Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service. NOTES ON FORM 8.3 1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules. 2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules. 3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules. 4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules. 5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given. 6. See Rule 2.5(d) of Part A of the Rules. 7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. SUPPLEMENTAL FORM 8 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND RIGHTS TO SUBSCRIBE FOR NEW SECURITIES 1. KEY INFORMATION Full name of person making
disclosure: Erez Simha Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates: Brera Holdings Plc 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of
relevant
security Product
description
e.g. call
option Written or
purchased Number of
securities to
which option
or derivative
relates Exercise
price
per unit Type
e.g.
American,
European
etc. Expiry
date 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: 4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS) Class of relevant security in relation to which subscription right exists: Class B Ordinary Shares with nominal value $0.50 each Details, including nature of the rights concerned and relevant percentages: Restricted Stock Units (“RSUs”)1 Grant Date Number of shares Exercise Price Expiry Date 3 April 2026 22,733 $0.00 None 1RSUs Vesting Schedule 1. 25,981 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 3,248 units from the original grant of RSUs have vested, leaving 22,733 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.21%. It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives. The currency of all prices and other monetary amounts should be stated. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. FORM 8.3 IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 1. KEY INFORMATION (a) Full name of discloser Alyazi Saeed Ahmad Alkhattal Almheiri (b) Owner or controller of interests and short positions disclosed, if different from 1(a) The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree Brera Holdings Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure 23 June 2026 (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO 2. INTERESTS AND SHORT POSITIONS If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2) Class of relevant security
(Note 3) Class B Ordinary Shares with nominal value $0.50 each Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled 176,650 1.60% (2) Cash-settled derivatives (3) Stock-settled derivatives (including options) and agreements to purchase/ sell 86,110 0.78% Total 262,760 2.38% All interests and all short positions should be disclosed. Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4) Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant
security Purchase/sale Number of
securities Price per unit
(Note 5) N/A (b) Cash-settled derivative transactions Class of
relevant
security Product
description
e.g. CFD Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position Number of
reference
securities
(Note 6) Price
per unit
(Note 5) N/A (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of
relevant
security Product
description e.g. call
option Writing, purchasing, selling, varying
etc. Number
of
securities
to which
option
relates
(Note 6) Exercise
price per
unit Type
e.g.
American,
European
etc. Expiry
date Option
money
paid/
received per unit N/A (ii) Exercise Class of
relevant
security Product
description
e.g. call
option Exercising/
exercised
against Number of
securities Exercise
price per
unit
(Note 5) N/A (d) Other dealings (including transactions in respect of new securities) (Note 3) Class of
relevant
security Nature of dealing
e.g. subscription,
conversion, exercise Details Price per unit (if
applicable)
(Note 5) N/A 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” None (b) Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. None (c) Attachments Is a Supplemental Form 8 attached? YES Date of disclosure 24 June 2026 Contact name Alyazi Saeed Ahmad Alkhattal Almheiri Telephone number +1 253-271-9108 Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service. NOTES ON FORM 8.3 1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules. 2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules. 3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules. 4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules. 5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given. 6. See Rule 2.5(d) of Part A of the Rules. 7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. SUPPLEMENTAL FORM 8 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND RIGHTS TO SUBSCRIBE FOR NEW SECURITIES 1. KEY INFORMATION Full name of person making
disclosure: Alyazi Saeed Ahmad Alkhattal Almheiri Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates: Brera Holdings Plc 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of
relevant
security Product
description
e.g. call
option Written or
purchased Number of
securities to
which option
or derivative
relates Exercise
price
per unit Type
e.g.
American,
European
etc. Expiry
date 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: 4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS) Class of relevant security in relation to which subscription right exists: Class B Ordinary Shares with nominal value $0.50 each Details, including nature of the rights concerned and relevant percentages: (a) Restricted Stock Units (“RSUs”)1 Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027 1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 55,555 $0.50 None 22 September 2025 27,778 $67.50 22 September 2030 1. If exercised, this would result in an increased interest of 0.5%. It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives. The currency of all prices and other monetary amounts should be stated. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. FORM 8.3 IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 1. KEY INFORMATION (a) Full name of discloser Tariq Salem Ebraheem Alsaman Alnuaimi (b) Owner or controller of interests and short positions disclosed, if different from 1(a) The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree Brera Holdings Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure 23 June 2026 (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO 2. INTERESTS AND SHORT POSITIONS If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2) Class of relevant security
(Note 3) Class B Ordinary Shares with nominal value $0.50 each Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled 351,641 3.19% (2) Cash-settled derivatives (3) Stock-settled derivatives (including options) and agreements to purchase/ sell 169,443 1.54% Total 521,084 4.72% All interests and all short positions should be disclosed. Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4) Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant
security Purchase/sale Number of
securities Price per unit
(Note 5) N/A (b) Cash-settled derivative transactions Class of
relevant
security Product
description
e.g. CFD Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position Number of
reference
securities
(Note 6) Price
per unit
(Note 5) N/A (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of
relevant
security Product
description e.g. call
option Writing, purchasing, selling, varying
etc. Number
of
securities
to which
option
relates
(Note 6) Exercise
price per
unit Type
e.g.
American,
European
etc. Expiry
date Option
money
paid/
received per unit N/A (ii) Exercise Class of
relevant
security Product
description
e.g. call
option Exercising/
exercised
against Number of
securities Exercise
price per
unit
(Note 5) N/A (d) Other dealings (including transactions in respect of new securities) (Note 3) Class of
relevant
security Nature of dealing
e.g. subscription,
conversion, exercise Details Price per unit (if
applicable)
(Note 5) N/A 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” None (b) Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. None (c) Attachments Is a Supplemental Form 8 attached? YES Date of disclosure 24 June 2026 Contact name Tariq Salem Ebraheem Alsaman Alnuaimi Telephone number +1 253-271-9108 Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service. NOTES ON FORM 8.3 1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules. 2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules. 3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules. 4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules. 5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given. 6. See Rule 2.5(d) of Part A of the Rules. 7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. SUPPLEMENTAL FORM 8 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND RIGHTS TO SUBSCRIBE FOR NEW SECURITIES 1. KEY INFORMATION Full name of person making
disclosure: Tariq Salem Ebraheem Alsaman Alnuaimi Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates: Brera Holdings Plc 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of
relevant
security Product
description
e.g. call
option Written or
purchased Number of
securities to
which option
or derivative
relates Exercise
price
per unit Type
e.g.
American,
European
etc. Expiry
date 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: 4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS) Class of relevant security in relation to which subscription right exists: Class B Ordinary Shares with nominal value $0.50 each Details, including nature of the rights concerned and relevant percentages: (a) Restricted Stock Units (“RSUs”)1 Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027 1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 111,111 $0.50 None 22 September 2025 55,555 $67.50 22 September 2030 1. If exercised, this would result in an increased interest of 1.51%. It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives. The currency of all prices and other monetary amounts should be stated. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. FORM 8.3 IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 1. KEY INFORMATION (a) Full name of discloser Ron Sade (b) Owner or controller of interests and short positions disclosed, if different from 1(a) The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree Brera Holdings Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure 23 June 2026 (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO 2. INTERESTS AND SHORT POSITIONS If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2) Class of relevant security
(Note 3) Class B Ordinary Shares with nominal value $0.50 each Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled 1,340,645 12.16% (2) Cash-settled derivatives (3) Stock-settled derivatives (including options) and agreements to purchase/ sell 103,221 0.94% Total 1,443,866 13.09% All interests and all short positions should be disclosed. Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4) Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant
security Purchase/sale Number of
securities Price per unit
(Note 5) N/A (b) Cash-settled derivative transactions Class of
relevant
security Product
description
e.g. CFD Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position Number of
reference
securities
(Note 6) Price
per unit
(Note 5) N/A (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of
relevant
security Product
description e.g. call
option Writing, purchasing, selling, varying
etc. Number
of
securities
to which
option
relates
(Note 6) Exercise
price per
unit Type
e.g.
American,
European
etc. Expiry
date Option
money
paid/
received per unit N/A (ii) Exercise Class of
relevant
security Product
description
e.g. call
option Exercising/
exercised
against Number of
securities Exercise
price per
unit
(Note 5) N/A (d) Other dealings (including transactions in respect of new securities) (Note 3) Class of
relevant
security Nature of dealing
e.g. subscription,
conversion, exercise Details Price per unit (if
applicable)
(Note 5) N/A 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” None (b) Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. None (c) Attachments Is a Supplemental Form 8 attached? YES Date of disclosure 24 June 2026 Contact name Ron Sade Telephone number +1 253-271-9108 Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service. NOTES ON FORM 8.3 1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules. 2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules. 3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules. 4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules. 5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given. 6. See Rule 2.5(d) of Part A of the Rules. 7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. SUPPLEMENTAL FORM 8 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND RIGHTS TO SUBSCRIBE FOR NEW SECURITIES 1. KEY INFORMATION Full name of person making
disclosure: Ron Sade Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates: Brera Holdings Plc 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of
relevant
security Product
description
e.g. call
option Written or
purchased Number of
securities to
which option
or derivative
relates Exercise
price
per unit Type
e.g.
American,
European
etc. Expiry
date 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: 4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS) Class of relevant security in relation to which subscription right exists: Class B Ordinary Shares with nominal value $0.50 each Details, including nature of the rights concerned and relevant percentages: (a) Restricted Stock Units (“RSUs”)1 Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027 1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 55,555 $0.50 None 22 September 2025 27,778 $67.50 22 September 2030 23 September 2025 17,111 $67.50 23 September 2028 1. If exercised, this would result in an increased interest of 0.91%. It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives. The currency of all prices and other monetary amounts should be stated. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. FORM 8.3 IRISH TAKEOVER PANEL OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE 1. KEY INFORMATION (a) Full name of discloser Keren Kalima Maimon (b) Owner or controller of interests and short positions disclosed, if different from 1(a) The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant securities this form relates Use a separate form for each offeror/offeree Brera Holdings Plc (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree (Note 1) (e) Date position held/dealing undertaken For an opening position disclosure, state the latest practicable date prior to the disclosure 23 June 2026 (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” NO 2. INTERESTS AND SHORT POSITIONS If there are interests and short positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security. Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) (Note 2) Class of relevant security
(Note 3) Class B Ordinary Shares with nominal value $0.50 each Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled 1,337,997 12.13% (2) Cash-settled derivatives (3) Stock-settled derivatives (including options) and agreements to purchase/ sell 99,443 0.90% Total 1,437,440 13.03% All interests and all short positions should be disclosed. Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8. 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4) Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales Class of relevant
security Purchase/sale Number of
securities Price per unit
(Note 5) N/A (b) Cash-settled derivative transactions Class of
relevant
security Product
description
e.g. CFD Nature of dealing
e.g. opening/ closing a long/ short position, increasing/ reducing a long/ short position Number of
reference
securities
(Note 6) Price
per unit
(Note 5) N/A (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying Class of
relevant
security Product
description e.g. call
option Writing, purchasing, selling, varying
etc. Number
of
securities
to which
option
relates
(Note 6) Exercise
price per
unit Type
e.g.
American,
European
etc. Expiry
date Option
money
paid/
received per unit N/A (ii) Exercise Class of
relevant
security Product
description
e.g. call
option Exercising/
exercised
against Number of
securities Exercise
price per
unit
(Note 5) N/A (d) Other dealings (including transactions in respect of new securities) (Note 3) Class of
relevant
security Nature of dealing
e.g. subscription,
conversion, exercise Details Price per unit (if
applicable)
(Note 5) N/A 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer. Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” None (b) Agreements, arrangements or understandings relating to options or derivatives Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. None (c) Attachments Is a Supplemental Form 8 attached? YES Date of disclosure 24 June 2026 Contact name Keren Kalima Maimon Telephone number +1 253-271-9108 Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory Information Service. NOTES ON FORM 8.3 1. See the definition of “connected fund manager” in Rule 2.2 of Part A of the Rules. 2. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules. 3. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules. 4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules. 5. If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given. 6. See Rule 2.5(d) of Part A of the Rules. 7. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. SUPPLEMENTAL FORM 8 IRISH TAKEOVER PANEL DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND RULE 38.6 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL AND RIGHTS TO SUBSCRIBE FOR NEW SECURITIES 1. KEY INFORMATION Full name of person making
disclosure: Keren Kalima Maimon Name of offeror/offeree in relation
to whose relevant securities the
disclosure relates: Brera Holdings Plc 2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS) Class of
relevant
security Product
description
e.g. call
option Written or
purchased Number of
securities to
which option
or derivative
relates Exercise
price
per unit Type
e.g.
American,
European
etc. Expiry
date 3. AGREEMENTS TO PURCHASE OR SELL Full details should be given so that the nature of the interest or position can be fully understood: 4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER EMPLOYEE OPTIONS) Class of relevant security in relation to which subscription right exists: Class B Ordinary Shares with nominal value $0.50 each Details, including nature of the rights concerned and relevant percentages: (a) Restricted Stock Units (“RSUs”)1 Grant Date Number of shares Exercise Price Expiry Date 23 September 2025 2,777 $0.00 23 October 2027 1RSUs Vesting Schedule 1. 4,444 RSUs were granted on the grant date, and the RSUs vest in substantially equal quarterly installments over a two-year period commencing from the date of the grant. 2. To date, 1,667 units from the original grant of RSUs have vested, leaving 2,777 granted but unvested. 3. When all remaining RSUs vest, it will result in an increased interest of 0.25%. (b) Outstanding warrants / rights to subscribe for Class B Ordinary shares Grant Date Number of shares Exercise Price Expiry Date 22 September 2025 55,555 $0.50 None 22 September 2025 27,778 $67.50 22 September 2030 23 September 2025 13,333 $67.50 23 September 2028 1. If exercised, this would result in an increased interest of 0.88%. It is not necessary to provide details on a Supplemental Form with regard to cash-settled derivatives. The currency of all prices and other monetary amounts should be stated. For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel. References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022. View source version on businesswire.com: https://www.businesswire.com/news/home/20260624511747/en/ Enquiries:
Solmate
Alex Corp
Wachsman
alex.corp@wachsman.com Original: Statement From the Board of Brera Holdings Plc (“Solmate”)
US Market News
4週前
Statement From the Board of Brera Holdings Plc (“Solmate”)June 10, 2026 5:26 PM
Business Wire Announcement Regarding Number of Relevant Securities in Issue NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”). Solmate (Nasdaq: SLMT) notes the announcement of Forward Industries, Inc on 9 June 2026 and confirms that, following careful consideration of the preliminary non-binding letter of intent received from Forward Industries, Inc in consultation with its advisers, the board of Solmate resolved to reject the non-binding proposal on 6 June 2026 as it does not consider the proposal to be in the best interest of the Company. For the purpose of Rule 2.12 of the Irish Takeover Rules, Solmate confirms that, as of the close of business on 9 June 2026, the issued share capital of Solmate was 11,009,294 Class B Ordinary shares with nominal value US$0.50 each (the “Class B Ordinary Shares”) and 20,000 Series A Preferred Shares with nominal value of US0.005 each. Solmate does not have any shares which are held as treasury shares. In addition, as of the close of business on 9 June 2026, there were outstanding warrants issued by Solmate to purchase 7,199,860 Class B Ordinary Shares, and 45,979 non-vested restricted share units granted by Solmate, each entitling the holder, subject to vesting, to one Class B Ordinary Share. The International Securities Identification Number for the Class B Ordinary Shares is IE0009876H30. Advisors
Paul Hastings LLP and Arthur Cox LLP are acting as legal counsel to Solmate. About Solmate
For information about Solmate, please visit www.solmate.com. Responsibility Statement
The directors of Solmate accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Disclosure Requirements of the Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of an offeree company or a securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) must make an “opening position disclosure” by no later than 3.30 pm (US Eastern Time) on the tenth “business day” following the commencement of the “offer period” and, if later, following the announcement in which any securities exchange offeror is first identified. An “opening position disclosure” must contain, among other things, the details specified in Rule 8.6(a) of the Irish Takeover Rules, including details of the person’s “interests” and “short positions” in any “relevant securities” of each of (i) the offeree company and (ii) any securities exchange offeror. Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of an offeree company or a securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) must disclose all “dealings” in such “relevant securities” during the “offer period”. The disclosure of a “dealing” in “relevant securities” by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (US Eastern Time) on the “business day” following the date of the relevant “dealing”. A dealing disclosure must contain the details specified in Rule 8.6(b) of the Irish Takeover Rules, including details of the dealing concerned (and the prices paid or received) and of the person's “interests” and “short positions” in (including rights to subscribe for) any “relevant securities”. In addition, each of the offeree company and the offeror must make an “opening position disclosure” by no later than 12 noon (US Eastern Time) on the day falling 10 “business days” following the commencement of the “offer period” and must subsequently disclose details of any “dealings” by it or any person “acting in concert” with it in “relevant securities” of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) by no later than 12 noon (US Eastern Time) on the “business day” following the relevant “dealing”. All subsequent “dealings” in “relevant securities” of the offeree company or the securities exchange offeror by the offeror or the offeree company, or by any party acting in concert with any of them, must also be disclosed by no later than 12 noon (US Eastern Time) on the “business day” following the date of the relevant “dealing”. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire an “interest” in “relevant securities” of the offeree company or the securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash), they will be deemed to be a single person for the purpose of Rule 8.3(a) and (b) of the Irish Takeover Rules. A disclosure table, giving details of the companies in whose “relevant securities” opening position disclosures and dealing disclosures should be made, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie. “Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks in this section are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose an “opening position” or “dealing” under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020. Publication on Website In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Solmate’s website by no later than 12 noon (US Eastern Time) on the business day following publication of this announcement. The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement. No Offer or Solicitation This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside Ireland or the United States may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction. Requesting Hard Copy Information Any Solmate shareholder may request a copy of this announcement in hard copy form by writing to the Company Secretary, Brera Holdings PLC, 5th Floor Rear, Connaught House, 1 Burlington Road, Dublin 4, Ireland. Any such requests must include the identity of the Solmate shareholder and any hard copy documents will be posted to the address of the Solmate shareholder provided in the request. Cautionary Disclosure Regarding Forward-Looking Statements This announcement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions. These statements include, but are not limited to, statements regarding the Company’s business strategy, future growth, market opportunities and shareholder value creation. These forward-looking statements are based on current expectations, estimates, assumptions and projections and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such statements. Additional information concerning these and other risks is contained in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by applicable law. Solmate’s forward-looking statements are based on estimates and assumptions that are made within the bounds of Solmate’s knowledge of Solmate’s business and operations and that Solmate considers reasonable. However, Solmate’s business and operations are subject to significant risks, and, as a result, there can be no assurance that actual results and the results of the company’s business and operations will not differ materially from the results contemplated in such forward-looking statements. Factors that could cause actual results to differ from expectations in Solmate’s forward-looking statements include the risks and uncertainties described under the heading “Risk Factors” in Solmate’s most recent Annual Report on Form 20-F and subsequent filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made and are not guarantees of future performance. Accordingly, you should not place undue reliance on forward-looking statements. Solmate does not undertake any obligation to publicly update or revise its forward-looking statements, except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260610017124/en/ Enquiries:
Solmate
Alex Corp
Wachsman
alex.corp@wachsman.com Original: Statement From the Board of Brera Holdings Plc (“Solmate”)
US Market News
1月前
Solmate Infrastructure (Nasdaq: SLMT) Highlights CEO and Board Member InvestmentMay 22, 2026 7:00 AM
Business Wire Insider-Led Investment Reflects Strong Conviction in Solmate’s Long-Term Strategy and Institutional Solana Infrastructure Platform Brera Holdings PLC (Nasdaq: SLMT) (the “Company” or “Solmate”) announced that Ron Sade, Chief Executive Officer, and Keren Maimon, Member of the Board of Directors (the “Board”), made a combined personal equity investment of more than $10 million in the Company through a registered direct offering of an aggregate of 2,298,000 Class B ordinary shares at a price of $4.97 per share, a premium to the current market price. The investment reflects senior leadership’s conviction in Solmate’s long-term strategy and alignment with shareholders as the Company continues executing on its vision to build a leading institutional Solana infrastructure platform anchored in the United Arab Emirates. The Company is actively executing on a strategy focused on disciplined capital allocation, operational efficiency, and the development of institutional-grade infrastructure and services within the Solana ecosystem. By investing personal capital at a premium to market, management and the Board are reinforcing their confidence in the Company’s long-term strategy and future prospects, including its assets, infrastructure initiatives, partnerships and regional positioning. Transaction Summary - Offering Structure: Registered Direct Offering of Class B ordinary shares
- Offering Price: $4.97 per Share, priced at a premium to the market price as of May 20, 2026
- Gross Proceeds: $10,000,000+
- Participating Insiders: Ron Sade, Chief Executive Officer; Keren Maimon, Member of the Board of Directors Positioned for Leadership in Institutional Solana Infrastructure The investment underscores management’s and the Board’s shared conviction in Solmate’s strategic position within the Solana ecosystem. The Company believes it is well-positioned to serve as a bridge between institutional capital and one of the fastest-growing regulated digital asset markets globally. With its strategic presence in Abu Dhabi, Solmate is focused on building institutional-grade infrastructure and services for the Solana ecosystem, including validator operations, staking infrastructure, RPC services, colocation solutions, and related technology offerings. “I have never been more confident in the path ahead for Solmate, and my personal investment in the Company reflects that conviction and my alignment with shareholders. We believe Solmate has the operational foundation, strategic relationships, regional positioning, and balance sheet strength to capitalize on a significant long-term opportunity in institutional digital asset infrastructure within the UAE and broader Solana ecosystem. We are operating with discipline, sharpened focus, and a clear framework for long-term value creation while actively evaluating strategic partnerships, M&A opportunities, infrastructure expansion initiatives, and SOL treasury strategies intended to strengthen our position within the Solana ecosystem. We look forward to sharing additional updates as these initiatives progress.” — Ron Sade, Chief Executive Officer, Solmate Infrastructure Since assuming the CEO role, Mr. Sade has strengthened the Company’s operational foundation through significant cost optimization initiatives and executive compensation restructuring designed to align leadership with long-term shareholder value creation. A Long-Term Infrastructure Strategy “I believe Solmate is uniquely positioned to become a leading institutional gateway to the Solana ecosystem globally. The combination of strategic positioning in the UAE, strong industry relationships, and long-term infrastructure vision creates a compelling opportunity ahead. I’m proud to personally invest in the company and support its next phase of growth.” — Keren Maimon, Member of the Board of Directors, Solmate Infrastructure Mr. Sade has articulated a long-term vision for positioning Solmate as a significant participant in the Solana-focused technology infrastructure ecosystem by 2030. Unlike passive digital asset treasury vehicles, the Company’s strategy focuses on building a vertically integrated, institutional-grade infrastructure platform intended to support long-term ecosystem growth and generate durable shareholder value. The Company’s strategy includes expanding validator infrastructure, staking operations, RPC services, colocation capabilities, and related infrastructure solutions, supported by a disciplined treasury management approach intended to compound long-term per-share value creation. The Company intends to use the proceeds from the offering to support infrastructure expansion initiatives, strategic partnerships and acquisitions, SOL treasury initiatives, and general corporate purposes. Offering Disclosure The securities described above are being offered and sold by the Company in a registered direct offering pursuant to a shelf registration statement on Form F-3 (File No. 333-276870) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on February 5, 2024 and became effective on February 13, 2024. The offering is being made only by means of a prospectus supplement, dated May 21, 2026, and accompanying base prospectus forming part of the effective registration statement, which are accessible on the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws. About Brera Holdings PLC Brera Holdings PLC (d/b/a Solmate Infrastructure) is a Solana-focused digital asset infrastructure company with a strategic presence in Abu Dhabi. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements include, without limitation, statements regarding the Company’s strategy, vision, growth plans, planned expansion of validator and staking infrastructure, treasury initiatives, anticipated strategic partnerships and acquisitions, infrastructure development plans, the closing of the registered direct offering, use of proceeds, and the Company’s long-term positioning within the Solana ecosystem. Words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “continue,” and similar expressions identify forward-looking statements. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including volatility in digital asset markets, regulatory developments, capital markets conditions, operational execution risks, and other factors described in the Company’s filings with the SEC. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update such statements except as required by law. Nasdaq: SLMT • www.solmate.com • Abu Dhabi, UAE & Dublin, Ireland View source version on businesswire.com: https://www.businesswire.com/news/home/20260522711308/en/ Investor Relations John Ragozzino Jr., CFA
ICR Inc.
Solmate@icrinc.com Original: Solmate Infrastructure (Nasdaq: SLMT) Highlights CEO and Board Member Investment
subslover
10月前
That's what happens when you issue 300 million dollars worth of news shares on a PP that is oversubscribed:
Wall Street Finds Its Solmate: Brera Holdings PLC (NASDAQ: BREA) Announces Oversubscribed $300 Million Private Placement to Fund Establishment of Solana Digital Asset Treasury Backed by Ark Invest and UAE Investors
Brera Holdings PLC (“Brera Holdings”) (NASDAQ: BREA) will become Solmate, a Solana-based digital asset treasury (“DAT”) and crypto infrastructure company.
The PIPE is sponsored by UAE-based Pulsar Group, a strategic investment and advisory firm specializing in virtual assets, emerging technologies and blockchain.
Solmate intends to drive shareholder value through accumulation and staking of $SOL, and new revenue streams from cutting-edge Solana staking infrastructure.
Digital asset treasury pioneer Marco Santori will be installed as Solmate CEO; economics luminary and Solana advocate Dr. Arthur Laffer and early Solana investor RockawayX CEO Viktor Fischer to serve on the Solmate Board of Directors. Solana Foundation will have the right to appoint two additional board seats.
Solmate aims to help establish the UAE as the capital of the Solana ecosystem and deliver blockchain-based solutions aligned with the region’s digital transformation agenda.
UAE-based blockchain advisory firm Pulsar Group sponsoring oversubscribed $300m PIPE, with commitments secured from early Solana backers RockawayX and prominent mainstream investment firms like ARK Invest.
Dual listing on Nasdaq and UAE exchanges anticipated.
Solmate will continue to operate Brera Holdings’ existing multi-club sports ownership business.
Dublin, Ireland and Naples, Italy, Sept. 18, 2025 (GLOBE NEWSWIRE) -- Brera Holdings PLC announces it will become Solmate, a Solana-based digital asset treasury (“DAT”) and crypto infrastructure company, following an oversubscribed $300 million private investment in public equity (“PIPE”) offering. The PIPE is sponsored by Pulsar Group, the UAE-based technology and blockchain advisory firm, with backing secured from the Solana Foundation, RockawayX, and traditional investment firms like ARK Invest. Marco Santori, former Kraken Chief Legal Officer, will become Solmate’s Chief Executive Officer.
Solmate is a Solana-based crypto infrastructure company with backing from both the Solana Foundation and unparalleled access to capital from prominent UAE investors. Solmate expects to enter into a definitive agreement, following an already-executed letter of intent with the Solana Foundation, which would lower the entry price for $SOL accumulation, allowing Solmate to supercharge $SOL-per-share growth into the future.
Solmate aims to place Solana’s blockchain-based solutions at the heart of the UAE’s digital transformation agenda through the deployment of cutting-edge infrastructure and performant staking strategies. Solmate intends to direct a portion of the funds secured into revenue-generating crypto infrastructure projects in the UAE, the first of which will be bare metal servers in Abu Dhabi configured to outperform typical DAT validator strategies. Solmate’s planned Solana validator would, for the first time, allow regional investors the opportunity to capitalize on Solana’s native yield-generating capability with a performant SOL validator in the Middle East.
Solana is recognized as the fastest-growing blockchain in the world, processing more transactions and generating more on-chain revenue than all other blockchains combined. Natively yield-generating, unlike BTC, the Solana network is forecast to outgrow the Bitcoin and Ethereum networks in the next three years as it continues to add more new developers than any other chain every month.
Solmate’s world-class leadership team will blend deep crypto and Solana knowledge, extensive connectivity in the UAE, and capital markets expertise. CEO Marco Santori is a pioneer in DAT companies and helped launch the very first altcoin treasury on the Nasdaq. Perhaps the most prominent attorney in the digital asset industry, Marco was the Chief Legal Officer at Kraken, one of the world’s largest digital asset exchanges, for almost five years. Board Member Dr. Arthur Laffer is a world-renowned economist and inventor of the Laffer Curve. He was recently awarded the Presidential Medal of Freedom for “contributions to economic policy that have helped spur prosperity for the nation.” Board Member Viktor Fischer is the CEO of RockawayX, a ~$2bn AUM digital asset investment firm and top-tier builder of performant SOL staking infrastructure.
Solmate CEO, Marco Santori said, “Solmate is not just another treasury. It will execute on a durably differentiated strategy in a crowded field of look-alike DATs by building real crypto infrastructure in the UAE. Our stakeholders have deep, long-term conviction in the Solana ecosystem and will demand that we accumulate SOL through bull markets and bear markets alike. Solmate is well-positioned as Solana adoption accelerates across institutional markets, DeFi, NFTs and AI.”
Pulsar Group CEO, Alyazi Al Khattal said, “At Pulsar, we are committed to positioning Solana at the heart of the UAE’s digital transformation. By empowering Solmate to build exclusive partnerships and leverage Solana’s unique proximity to key regional stakeholders, together we expect to accelerate adoption, nurture a dynamic developer community, and facilitate major blockchain innovation across the region.”
Solmate Board Member and legendary economist, Dr. Arthur Laffer said, “Throughout history, sound money has been the foundation of strong economies. Digital assets, as a return to private, rules-based money, represent one of the most positive steps forward in global monetary history. By tapping into the strength of the Solana ecosystem, Solmate brings that same discipline into digital asset management, offering institutions a powerful way to safeguard and grow value for informed investors.”
Solmate Board Member and RockawayX CEO, Viktor Fischer said, “As seed investors in Solana who have always believed that it will be the dominant blockchain network for capital markets, we are excited to join Solmate’s board and contribute our infrastructure and yield expertise. We expect to harness top-performing, bare metal staking and battle-tested yield strategies to deliver one of the best yields on SOL in Solmate treasury.”
Solmate will continue to operate Brera Holdings’ existing multi-club sports ownership business.
Advisors
Cantor Fitzgerald & Co. is acting as exclusive financial advisor and sole placement agent for the PIPE financing. Lowenstein Sandler LLP is acting as legal advisor to the sponsor group. DLA Piper LLP (US) is acting as legal advisor to Cantor Fitzgerald & Co. Boustead Securities LLC is acting as advisor to Brera Holdings’ majority shareholder. Wachsman is the communications and strategy firm for the transaction and the agency of record for Solmate.
About Brera Holdings PLC:
Brera Holdings PLC (Nasdaq: BREA) is an Ireland-based international holding company focused on expanding its global portfolio of men’s and women’s football clubs on three continents through a multi-club ownership (“MCO”) strategy, and the first to list on Nasdaq. Building on the legacy of Brera Milano FC, which it acquired in 2022, Brera in 2025 became majority owner of SS Juve Stabia, known as “The Other Team of Naples,” and a playoff club in Italy’s Serie B league. Brera FC has been crafting an alternative football legacy since its founding in 2000, and the club also organizes the FENIX Trophy, a nonprofessional pan-European tournament acknowledged by UEFA, which has garnered significant media coverage, including from BBC Sport and ESPN. With a strategic emphasis on bottom-up value creation, innovation-driven growth, and socially impactful outcomes, Brera Holdings has established itself as a forward-thinking leader in the global sports industry. For more information, visit www.breraholdings.com.
About Pulsar Group:
Pulsar Group is a pioneering advisory firm based in Abu Dhabi, specializing in helping technology disruptors navigate complex regulatory environments, build strategic partnerships, and accelerate market expansion. Pulsar Group partners with bold tech disruptors and leaders of the digital economy. By leveraging its expertise in developing strategic frameworks and fostering collaboration with regional partners, Pulsar Group facilitates its partners’ market adoption and growth in the UAE and the region.
Disclaimer
The information provided in this press release is intended for informational purposes only and does not constitute investment advice, endorsement, analysis, or recommendations with respect to any financial instruments, investments, or issuers. Investment in cryptocurrency involves substantial risk, including the risk of complete loss. This press release does not take into account the investment objectives, financial situation, or specific needs of any particular person and each individual is urged to consult their legal and financial advisors before making any investment decisions.
Forward-Looking Statements