Brera Holdings (SLMT) Registration filing summary

Company overview and business model

• Operates as a Solana infrastructure company, focusing on institutional-grade staking, validation, and treasury infrastructure, with a strategic focus on Abu Dhabi and the Middle East.

• Previously operated a multi-club football business, now considered a legacy segment with planned asset dispositions to focus on Solana infrastructure.

• Digital assets treasury strategy centers on accumulating and staking SOL, with nearly all SOL holdings staked as of June 30, 2026.

• Utilizes third-party custodians for SOL storage and validator operations, with a significant portion of SOL acquired via PIPE transactions, direct purchases, and OTC trades.

• Treasury policy is highly concentrated in SOL, with plans to use staking rewards and potential SOL sales for share repurchases or further SOL accumulation.

Financial performance and metrics

• As of June 30, 2026, SOL holdings accounted for approximately 80-83% of the total treasury balance, with 95% of SOL staked.

• Locked SOL from the FTX estate represents about 9% of the SOL treasury, with full release expected by January 2028.

• May 2026 registered direct offering raised approximately $11.4 million for working capital and general corporate purposes.

• September 2025 PIPE transaction raised about $300 million in gross proceeds, paid in cash, USD Coin, Tether, or SOL.

Use of proceeds and capital allocation

• Will receive up to $461.6 million in gross proceeds if all warrants are exercised; proceeds will primarily be used to purchase additional SOL and potentially fund acquisitions.

• Management retains broad discretion over allocation of net proceeds from warrant exercises.

• No dividends are planned; all earnings are intended for business operations and growth.