$SLMT

Brera Holdings PLC

CIK:0001939965|SEC Filings

Consolidated Statements of Profit or Loss and Other Comprehensive Income - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
CONTINUING OPERATIONS
Revenue, including revenues received from related parties of 1,549, 28 and 0 for 2025, 2024 and 2023	€ 4,484	€ 1,193	€ 311
Operating expenses:
Equity-based compensation, including related party compensation of 267,601, 423 and 20 for 2025, 2024 and 2023 (Note 5, Note 14 and Note 16)	269,125	961	388
General and administrative and cost of goods, including related party expenses, 1,971, 1,119 and 0 for 2025, 2024 and 2023 (Note 6 and Note 16)	37,871	4,473	3,670
Impairment of non-financial assets (Note 7)	81,999
Total operating expenses	388,995	5,434	4,058
Operating loss from continuing operations	(384,511)	(4,241)	(3,747)
Other income (expense):
Interest income (expense)	(229)	(8)	47
Other income (expenses), including related parties other income (expenses) of 780, 1 and 350	6,297	412	521
Total other income	6,068	404	568
Loss before income taxes from continuing operations	(378,443)	(3,837)	(3,179)
Income tax benefit	1,109
Net loss from continuing operations	(377,334)	(3,837)	(3,179)
Loss from discontinued operations, net of tax	(711)	(1,212)	(1,732)
Net loss	(378,045)	(5,049)	(4,911)
Attributable to the Company	(376,223)	(4,428)	(4,438)
Attributable to non-controlling interest	(1,822)	(621)	(473)
Net loss	(378,045)	(5,049)	(4,911)
Other comprehensive income (loss):
Foreign currency translation adjustments	2,270	(28)	92
Total comprehensive loss	€ (375,775)	€ (5,077)	€ (4,819)
Ordinary Shares – Class A
Weighted average shares outstanding - basic and diluted:
Weighted average shares outstanding – basic (in Shares)	45,142	62,580	77,000
Weighted average shares outstanding – diluted (in Shares)	45,142	62,580	77,000
Net loss per share from continuing operations - basic (in Euro per share)	€ (163.06)	€ (23.21)	€ (26.26)
Net loss per share from discontinued operations – basic (in Euro per share)	(0.31)	(7.33)	(14.3)
Net loss per share from continuing operations - diluted (in Euro per share)	(163.06)	(23.21)	(26.26)
Net loss per share from discontinued operations – diluted (in Euro per share)	(0.31)	(7.33)	(14.3)
Net loss per share from discontinued operations - basic and diluted
Net loss per share from continuing operations - basic (in Euro per share)	(163.06)	(23.21)	(26.26)
Net loss per share from discontinued operations – basic (in Euro per share)	(0.31)	(7.33)	(14.3)
Net loss per share from continuing operations - diluted (in Euro per share)	(163.06)	(23.21)	(26.26)
Net loss per share from discontinued operations – diluted (in Euro per share)	€ (0.31)	€ (7.33)	€ (14.3)
Ordinary Shares – Class B
Weighted average shares outstanding - basic and diluted:
Weighted average shares outstanding – basic (in Shares)	2,268,957	102,751	44,101
Weighted average shares outstanding – diluted (in Shares)	2,268,957	102,751	44,101
Net loss per share from continuing operations - basic (in Euro per share)	€ (163.06)	€ (23.21)	€ (26.26)
Net loss per share from discontinued operations – basic (in Euro per share)	(0.31)	(7.33)	(14.3)
Net loss per share from continuing operations - diluted (in Euro per share)	(163.06)	(23.21)	(26.26)
Net loss per share from discontinued operations – diluted (in Euro per share)	(0.31)	(7.33)	(14.3)
Net loss per share from discontinued operations - basic and diluted
Net loss per share from continuing operations - basic (in Euro per share)	(163.06)	(23.21)	(26.26)
Net loss per share from discontinued operations – basic (in Euro per share)	(0.31)	(7.33)	(14.3)
Net loss per share from continuing operations - diluted (in Euro per share)	(163.06)	(23.21)	(26.26)
Net loss per share from discontinued operations – diluted (in Euro per share)	€ (0.31)	€ (7.33)	€ (14.3)

Consolidated Statements of Cash Flows - EUR (€) € in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash flows from operating activities:
Net loss	€ (378,045)	€ (5,049)	€ (4,911)
Net loss from discontinued operations	(711)	(1,212)	(1,732)
Net loss from continuing operations	(377,334)	(3,837)	(3,179)
Adjust net loss for items not involving cash:
Depreciation and amortization (Note 2 and 10)	1,176	85	32
Credit losses (Note 11)	1,608
Impairment on non-financial assets (Note 7)	81,999
Deferred tax benefit (Note 2)	(1,649)
Net impairment loss on prepayment for digital assets (Note 9)	14,426
Impairment on receivable for private company shares (Note 2)	882
Fair value gain on financial assets at FVTPL		7
Gain on previously held interest in acquired entity (Note 2)	(2,042)
Staking income from digital assets (Note 9)	(1,535)
Change in warrant expense (Note 13)	(44)	14	(164)
Share-based compensation (Note 5, Note 14)	269,125	961	280
Change in contingent consideration	(14)	(61)	39
Interest expense	251
Debt conversion	43
Interest paid on long term borrowing		(5)
Changes in working capital items:
Accounts receivable and other receivables, net	(3,189)	(317)	10
Prepayment and other current assets	(726)	(163)	94
Accounts payable	4,676	467	478
Contract liabilities and deferred revenue	1,077	(233)	56
Accruals and other current liabilities	1,271	55	(152)
Net cash used in operating activities from continuing operations	(9,999)	(3,027)	(2,506)
Net cash provided by (used in) operating activities from discontinued operations	(701)	9	(389)
Net cash used in operating activities	(10,700)	(3,018)	(2,895)
Cash flows from investing activities:
Acquisition of subsidiaries. net of cash acquired (Note 2)	(3,100)	(500)	(598)
Purchase of property and equipment	(15)	(2)
Purchase of digital assets (inclusive of prepayment) (Note 9)	(103,491)
Purchase of intangible assets	(3,498)
Purchase of financial assets at FVTPL			(422)
Proceeds from sale of financial assets at FVTPL		415
Net cash used in investing activities from continuing operations	(110,104)	(87)	(1,020)
Net cash used in investing activities from discontinued operations	(32)	(208)	(989)
Net cash used in investing activities	(110,136)	(295)	(2,009)
Cash flows from financing activities:
Loan from shareholder	277
Proceeds from shares issuance for cash, net of issuance costs (Note 13)	131,706	2,623	6,777
In-kind receipts from investments	31,579
Redemption of Class A ordinary shares	(14)
Proceeds from the debt borrowing		294
Proceeds from warrant exercises (Note 13)	167
Contribution from minority interest member	713
Partial repayment of debt	(131)	(100)	(52)
Net cash provided by financing activities from continuing operations	132,718	2,817	6,725
Net cash provided by (used in) financing activities from discontinued operations	488	(137)
Net cash provided by financing activities	133,206	2,680	6,725
Net increase (decrease) in cash	12,370	(633)	1,821
Cash, beginning of year	1,522	2,177	347
Cash paid for acquisitions less cash acquired			(31)
Effect of foreign exchange rate changes	2,307	(22)	40
Cash, end of year	16,199	1,522	2,177
Supplemental disclosures of non-cash cashflow information
Right-of-use assets obtained in exchange for lease liabilities			701
In-kind contribution of stock in private company	8,435
Shares pending cancellation	22
Non-cash contributions in exchange for digital assets	98,978
Cash paid for:
Income taxes
Interest

Consolidated Statements of Financial Position - EUR (€)
€ in Thousands

Dec. 31, 2025

Dec. 31, 2024

Current assets:

Cash and cash equivalents (Note 2)

€ 16,199

€ 1,522

Accounts receivable and other receivables, net, including related parties amounts of 91 and 8 for 2025 and 2024 (Note 11, Note 16)

4,117

352

Receivable for private company shares (Note 2)

7,641

Prepaid expenses and other current assets, including related parties amounts of 622 and 295 for 2025 and 2024 (Note 16)

990

339

Prepayment for digital assets, including related party amounts of 28,680 and 0 for 2025 and 2024 (Note 9, Note 16)

28,680

Current assets of discontinued operations (Note 3)

733

Total current assets

57,627

2,946

Non-current assets:

Digital assets, including related parties amounts 78,174 and 0 for 2025 and 2024 (Note 9, Note 16)

94,846

Intangible assets (Note 10)

11,831

856

Other non-current assets (Note 3)

2,531

Non-current assets of discontinued operations (Note 3)

3,785

Total non-current assets.

106,712

7,172

Total Assets

164,339

10,118

Current liabilities:

Accounts payable and other payables, including related parties amounts of 346 and 177 for 2025 and 2024 (Note 11, Note 16)

13,759

1,465

Accrued and other current liabilities (Note 11, Note 16)

1,399

Contract liabilities and deferred revenue (Note 4)

1,309

Current liabilities of discontinued operations (Note 3)

2,685

Total current liabilities

16,467

4,219

Non-current liabilities:

Long-term payables (Note 11)

2,650

Deferred taxes (Note 3)

2,413

Other long-term liabilities (Note 11)

842

250

Non-current liabilities of discontinued operations (Note 3)

1,829

Total non-current liabilities

5,905

2,080

Total liabilities

22,372

6,299

Shareholders’ Equity*:

Share capital (Note 13)

^[1]

3,445

Shares pending cancellation (Note 13)

^[1]

(22)

Capital reserves (Note 13)

^[1]

524,619

14,273

Accumulated deficit (Note 13)

^[1]

(386,034)

(10,372)

Brera Holdings shareholders’ equity

142,008

3,979

Non-controlling interest

(41)

(160)

Total Shareholders’ Equity

141,967

3,819

Total Liabilities and Shareholders’ Equity

€ 164,339

€ 10,118

[1]

On June 24, 2025, the Company effected a one-for-ten share split of its Class A and Class B Ordinary Shares. All share and per-share information presented in these financial statements has been retrospectively adjusted to reflect the impact of the share split for all periods presented. The number of authorized shares and par value per share remain unchanged following the split.